Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic means. (b) Notes bearing the manual, facsimile or other electronic signatures of individuals who were at the time of execution an Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise. (d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10. (e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture. (f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication. (g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 3 contracts
Sources: Indenture (Barclays Dryrock Issuance Trust), Indenture (Dryrock Issuance Trust), Indenture (Dryrock Issuance Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Class, all Exchange Notes will and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 3 contracts
Sources: Indenture (VWR Funding, Inc.), Indenture (VWR International, Inc.), Indenture (VWR International, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500 million and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 3 contracts
Sources: Indenture (US Foods Holding Corp.), Indenture (US Foods Holding Corp.), Indenture (US Foods Holding Corp.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized Officer two Officers of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officers on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as (other than Additional Dividend Notes) for original issue in this Indenture provided the aggregate principal amount not to exceed $450,000,000 and not otherwise.
(dii) Before any such authentication Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and delivery(iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Indenture Trustee will be entitled to receiveIssuers, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iv) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series or Classan Officers' Certificate executed by two Officers of each Issuer (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 3 contracts
Sources: Indenture (Equistar Funding Corp), Indenture (Equistar Chemicals Lp), Indenture (Lyondell Chemical Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) electronic. Notes bearing the manual, electronic or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and upon receipt of an Authentication Order, the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $400.0 million and (ii) subject to Section 407, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatoryor electronic signature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Xerox Corp), Indenture (Xerox Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be Officer, by manual or facsimile or may be given by other electronic meanssignature.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by delivery of an Officer’s Issuer Certificate, authenticate and deliver such Notes as provided in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s 's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.021.3, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 5.2 or Section 4.106.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s 's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Nationstar Mortgage Holdings Inc.), Indenture (Nationstar Mortgage Holdings Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $425.0 million and not otherwise.
(dii) Before any such authentication Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and delivery, the Indenture Trustee will be entitled (iii) Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Class, all Exchange Notes will and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Graphic Packaging Corp), Indenture (Graphic Packaging Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $500.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Hertz Global Holdings Inc), Indenture (Hertz Global Holdings Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $600.0 million and (ii) subject to Section 407, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Victoria's Secret & Co.), Indenture (Victoria's Secret & Co.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized Officer two Officers of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officers on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as (other than Additional Dividend Notes) for original issue in this Indenture provided the aggregate principal amount not to exceed $700,000,000 and not otherwise.
(dii) Before any such authentication Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and delivery(iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Indenture Trustee will be entitled to receiveIssuers, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iv) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series or Classan Officers' Certificate executed by two Officers of each Issuer (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Lyondell Chemical Co), Indenture (Equistar Chemicals Lp)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer Issuing Entity by an Issuing Entity Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Beneficiary or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuing Entity Authorized Officer of the Issuer will bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuing Entity may deliver Notes executed by the Issuer Issuing Entity to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Issuing Entity Certificate and any other opinion or certificate relating to the issuance of the Series Series, Class or Class Tranche of Notes required to be furnished pursuant to Section 3.02 2.02 or Section 4.103.10.
(e) The Indenture Trustee will not be required to authenticate such any Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series Series, Class or ClassTranche, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Jpmorgan Chase Bank, National Association), Indenture
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be Officer, by manual or facsimile or may be given by other electronic meanssignature.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by delivery of an Officer’s Issuer Certificate, authenticate and deliver such Notes as provided in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.021.3, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 5.2 or Section 4.106.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatoryAuthorized Signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (DITECH HOLDING Corp), Indenture (DITECH HOLDING Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $950.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Hd Supply, Inc.), Indenture (Emergency Medical Services CORP)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $250.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance Company upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the notes are to be Notes or Class, all Additional Notes will and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: First Supplemental Indenture (Graphic Packaging Holding Co), Indenture (Graphic Packaging Holding Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $410.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Unistrut International Holdings, LLC), Indenture (Unistrut International Holdings, LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,000.0 million and (ii) subject to Sections 407 and 413, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (L Brands, Inc.), Indenture (US Foods Holding Corp.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Issuers by an Authorized one Officer of the Issuereach of them. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the any Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in the aggregate principal amount not to exceed $250 million, (ii) subject to compliance with the terms of this Indenture provided Indenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuers and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be Officer, by manual or facsimile or may be given by other electronic meanssignature.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by delivery of an Officer’s Issuer Certificate, authenticate and deliver such Notes as provided in this Base Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.021.3, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 5.2 or Section 4.106.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Base Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Base 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 herein executed by the Indenture Trustee by manual or facsimile (other than with respect to any Definitive Notes) signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Base Indenture (loanDepot, Inc.), Base Indenture (PennyMac Financial Services, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will Debentures shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the IssuerBoard, its President or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any officer of the Issuer or the Owner Trustee these officers on the Notes Debentures may be manual or facsimile or may be given by other electronic means.
(b) Notes facsimile. Debentures bearing the manual, manual or facsimile or other electronic signatures of individuals who were at any time the time of execution an Authorized Officer proper officers of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have ceased to hold such offices before prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of issuance such Debentures. The Debentures shall be dated the date of such Notes.
(c) their authentication. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes Debentures executed by the Issuer Company to the Indenture Trustee Trustee, together with a Company Order for authenticationthe authentication and delivery of such Debentures; and the Indenture Trustee will, upon request by an Officer’s Certificate, in accordance with such Company Order shall authenticate and deliver such Notes Debentures as in this Indenture provided provided, and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) . No Note will Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatoryone of its Authorized Officers, and such certificate upon any Note will Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Debentures. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
Appears in 2 contracts
Sources: Indenture (Mca Financial Corp /Mi/), Indenture (Mca Financial Corp /Mi/)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Issuer Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Administrator or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee willshall, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will shall be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class class of Notes required to be furnished pursuant to Section 3.02 2.02 or Section 4.103.10.
(e) The Indenture Trustee will shall not be required to authenticate such Notes if the issue thereof will shall adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Classclass, all Notes will shall be dated the date of their authentication.
(g) No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Mellon Bank Premium Finance Loan Master Trust), Indenture (Mellon Premium Finance Loan Owner Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Beneficiary or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee Note Registrar for authentication; and the Indenture Trustee Note Registrar will, upon request by an Officer’s Issuer Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee Note Registrar will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee Note Registrar pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class Tranche of Notes required to be furnished pursuant to Section 3.02 2.02 or Section 4.103.10.
(e) The Indenture Trustee Note Registrar will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture TrusteeNote Registrar’s own rights, duties or duties, privileges, indemnities, protections, immunities and benefits under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or ClassTranche, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee Note Registrar by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (WF Card Funding LLC), Indenture Agreement (WF Card Issuance Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or by facsimile or may be given by other electronic means.
(b) PDF. Notes bearing the manual, facsimile or other electronic signatures PDF signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office after executing, but prior to the authentication and delivery of of, such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $350.0 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company, in each case specified in clauses (i) and not otherwise.
(dii) Before any such authentication above, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and deliverythe date on which the Notes are to be authenticated, the Indenture Trustee will be entitled to receive“CUSIP”, in addition to any Officer’s Certificate and Opinion “ISIN”, “Common Code” or other similar identification numbers of Counsel required such Notes, if any, whether the Notes are to be furnished to Initial Notes or Additional Notes and whether the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required are to be furnished pursuant to Section 3.02 issued as one or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such more Global Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Physical Notes and this Indenture.
(f) Unless otherwise provided in such other information as the form of Note for any Series Company may include or Class, all the Trustee may reasonably request. All Notes will shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (Frontdoor, Inc.), Indenture (Servicemaster Global Holdings Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $200.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Class, all Exchange Notes will and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (VWR International, Inc.), Indenture (VWR International, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of any officer of the Issuer any Beneficiary or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s 's Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s 's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series Series, Class or Class Tranche of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s 's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series Series, Class or ClassTranche, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Sources: Indenture (American Express Issuance Trust), Indenture Agreement (American Express Issuance Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $278,000,000 and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance each case upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer's Certificate (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Lyondell Chemical Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual manual, electronic or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, electronic or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of original issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $900.0 million and (ii) subject to Section 407 and Section 413, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request; provided, that if any Additional Notes are not fungible with the Initial Notes for any Series U.S. federal income tax purposes, such Additional Notes shall have a separate “CUSIP,” “ISIN” or Classother similar identification number, all if any, from the Initial Notes, as specified by the Company. All Notes will shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatoryor electronic signature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Issuers by an Authorized one Officer of the Issuereach of them. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the any Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in the aggregate principal amount not to exceed $250 million, (ii) subject to compliance with the terms of this Indenture provided Indenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuers and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $350.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance Company upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the notes are to be Initial Notes or Class, all Additional Notes will and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Supplemental Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Graphic Packaging International, LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided and the aggregate principal amount not otherwise.
(d) Before any such authentication and deliveryto exceed the Accreted Value attributable to $25,000,000, which is the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance initial aggregate offering price of the Series or Class Notes upon a written order of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for an Officer's Certificate of the Company (an "AUTHENTICATION ORDER"). Such Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to include the Private Placement Legend, that the issuance of such Notes does not contravene any Series provision of Article 4 of this Indenture and such other information as the Company may include or Class, all the Trustee may reasonably request. All Notes will shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Thermadyne MFG LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Master Owner Trust Beneficiary or the Master Owner Trust Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveprovided with, in addition to any Officer’s Certificate and Master Owner Trust Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series series or Class class of Notes required to be furnished pursuant to Section 3.02 2.02 or Section 4.103.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series series or Classclass, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Navistar Financial Dealer Note Master Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $250.0 million, (ii) subject to Section 407, Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Nci Building Systems Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or manual, facsimile or may be given by other electronic means.
(b) electronic. Notes bearing the manual, facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $450.0 million and (ii) subject to Section 407, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and original interest payment date), in this Indenture provided each case specified in clauses (i) and not otherwise.
(dii) Before any such authentication above, upon a written order of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and deliverythe date on which the Notes are to be authenticated, the Indenture Trustee will be entitled to receive“CUSIP”, in addition to any Officer’s Certificate and Opinion “ISIN”, “Common Code” or other similar identification numbers of Counsel required such Notes, if any, whether the Notes are to be furnished to the Indenture Trustee pursuant to Section 1.02Initial Notes or Additional Notes, the Issuer Certificate issue price (in the case of Additional Notes) and any other opinion or certificate relating to whether the issuance of the Series or Class of Notes required are to be furnished pursuant to Section 3.02 issued as one or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such more Global Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Physical Notes and this Indenture.
(f) Unless otherwise provided in such other information as the form of Note for any Series Company may include or Class, all the Trustee may reasonably request. All Notes will shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Phinia Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $650.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication substantially in the form provided for herein authentication executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million and (ii) subject to Sections 407 and 413, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (L Brands, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Issuers by an Authorized one Officer of the Issuereach of them. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the any Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in the aggregate principal amount not to exceed $300 million, (ii) subject to compliance with the terms of this Indenture provided Indenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuers and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $750.0 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authenticationauthentication by manual signature of the Trustee; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $2,500.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (HSI IP, Inc.)
Execution, Authentication and Delivery and Dating. (a) The 2021 Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer any two of its Officers under its corporate seal reproduced thereon and attested by its Secretary or any one of its Assistant Secretaries. Pursuant to Section 8.03 hereof, each 2021 Note Guarantee shall be executed on behalf of the Issuerapplicable Guarantor by its President or one of its Vice Presidents. The signature of any officer of the Issuer or the Owner Trustee these officers on the 2021 Notes and the 2021 Note Guarantees may be manual or facsimile or facsimile. The seal of the Company may be given in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the 2021 Notes. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of the 2021 Notes that have been duly authenticated and delivered by other electronic means.
(b) the Trustee. Unless otherwise provided in the 2021 Notes or the 2021 Note Guarantees, all of the 2021 Notes and the 2021 Note Guarantees shall be dated the date of their authentication. Any of the 2021 Notes or the 2021 Note Guarantees bearing the manual, manual or facsimile or other electronic signatures of individuals who were at any time the time of execution an Authorized Officer proper officers of the Issuer will Company or any Guarantor shall bind the IssuerCompany and such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices before prior to the authentication and delivery of such 2021 Notes and 2021 Note Guarantees or did not hold such offices at the date of issuance of such Notes.
(c) 2021 Notes and 2021 Note Guarantees. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Company may deliver the 2021 Notes executed by and the Issuer 2021 Note Guarantees to the Indenture Trustee for authentication; , together with an Authentication Order with respect to such 2021 Notes and 2021 Note Guarantees, and the Indenture Trustee willshall, upon request by an Officer’s Certificatereceipt of such Authentication Order, in accordance with procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof and of the Base Indenture, authenticate and deliver such 2021 Notes and 2021 Note Guarantees to such recipients as may be specified from time to time pursuant to such Authentication Order. The material terms of such 2021 Notes and 2021 Note Guarantees shall be determinable by reference to such Authentication Order and procedures. If provided for in this Indenture provided and not otherwise.
(d) Before any such procedures, such Authentication Order may authorize authentication and deliverydelivery of such 2021 Notes and 2021 Note Guarantees pursuant to oral instructions from the Company, any Guarantor or any duly authorized agent of the Company or such Guarantor, which instructions shall be promptly confirmed in writing. In authenticating such 2021 Notes and 2021 Note Guarantees and accepting the additional responsibilities under this Supplemental Indenture in relation to such 2021 Notes and 2021 Note Guarantees, the Indenture Trustee will shall be entitled to receive, and (subject to the provisions of Section 6.05 of the Base Indenture) shall be fully protected in addition relying upon:
(1) an Officers’ Certificate, certifying as to any Officer’s Certificate the authorized forms and terms of the 2021 Notes and the 2021 Note Guarantees; and
(2) an Opinion of Counsel, stating that:
(a) the forms and terms of such 2021 Notes and 2021 Note Guarantees have been established by and in conformity with the provisions of the Base Indenture and this Supplemental Indenture; provided that if all such 2021 Notes and 2021 Note Guarantees are not to be issued at the same time, such Opinion of Counsel required may state that such terms will be established in conformity with the provisions of the Base Indenture and this Supplemental Indenture, subject to any conditions specified in such Opinion of Counsel; and
(b) such 2021 Notes and 2021 Note Guarantees, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity; provided, however, that if all of the 2021 Notes and the 2021 Note Guarantees issuable by or pursuant to a Board Resolution of the Company are not to be furnished originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this paragraph at or prior to the time of authentication of such 2021 Notes or 2021 Note Guarantees if such documents are delivered at or prior to the time of authentication upon original issuance of such 2021 Notes or 2021 Note Guarantees to be issued. After the original issuance of such 2021 Notes or 2021 Note Guarantees to be issued, any separate request by the Company that the Trustee authenticate such 2021 Notes or 2021 Note Guarantees for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in the Base Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate this Supplemental Indenture relating to the issuance authentication and delivery of such 2021 Notes and 2021 Note Guarantees. None of the Series 2021 Notes or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of 2021 Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will Guarantees shall be entitled to any benefit under the Base Indenture or this Supplemental Indenture or be valid or obligatory for any purpose unless there appears on such 2021 Notes or 2021 Note Guarantees a Certificate certificate of Authentication substantially in the form provided for herein authentication executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any of the 2021 Notes or the 2021 Note will Guarantees shall be conclusive evidence, and the only evidence, that such 2021 Notes or 2021 Note has Guarantees have been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Second Supplemental Indenture (Amerisourcebergen Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $325,000,000 and not otherwise.
(dii) Before any such authentication Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company and delivery, the Indenture Trustee will be entitled (iii) Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer's Certificate (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $425.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance Company upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the notes are to be Notes or Class, all Additional Notes will and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Supplemental Indenture (Graphic Packaging Holding Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Authorized Officer of the Issuerone Officer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in the aggregate principal amount not to exceed €250 million, and (ii) subject to compliance with the terms of this Indenture provided and not otherwise.
(d) Before any such authentication and deliveryIndenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveIssuer, in addition to any Officer’s Certificate and Opinion upon a written order of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. For the avoidance of doubt, the Trustee shall be permitted to affix manual authentication on a facsimile signature of any Officer on the Notes.
Appears in 1 contract
Sources: Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such the Notes as for original issue in this Indenture provided and the aggregate principal amount not otherwise.
(d) Before any such authentication and deliveryto exceed $[2,146,000,000], the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, and whether the Notes will are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Rehabilitation Exit Support Agreement (Ambac Financial Group Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee willshall authenticate and deliver Notes for original issue in the aggregate principal amount not to exceed $ ,000,000 (plus any PIK Interest), upon request a written order of the Company in the form of an Officer’s Certificate (an “Authentication Order”). Such Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive and shall rely upon:
(a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate;
(b) an executed supplemental indenture, authenticate and deliver such Notes as if required;
(c) an Officer’s Certificate delivered in this Indenture provided and not otherwise.accordance with Section 1.06; and
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and an Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.which shall state:
(ei) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in that the form of Note for such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture;
(ii) that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and
(iii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any Series conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or Class, all affecting the enforcement of creditors’ rights and to general equity principles. All Notes will shall be dated the date of their authentication.
(g) . One Business Day prior to any Interest Payment Date on which the Company pays PIK Interest with respect to a Note, the Company will deliver to the Trustee an Officer’s Certificate documenting the payment of interest with respect to the Notes and the current cumulative principal amount of the Notes. The Company will pay all interest whether or not such Officer’s Certificate is delivered. No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $550.0 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Envision Healthcare Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or manual, facsimile or may be given by other electronic means.
(b) electronic. Notes bearing the manual, facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million and (ii) subject to Sections 407 and 413, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Tenneco Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $900 million and (ii) subject to Section 407, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (US Foods Holding Corp.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) electronic. Notes bearing the manual, electronic or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and upon receipt of an Authentication Order, the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million and (ii) subject to Section 407, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatoryor electronic signature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Xerox Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $400.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance Company upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the notes are to be Initial Notes or Class, all Additional Notes will and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Supplemental Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Graphic Packaging Holding Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $280.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (New Sally Holdings, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Issuers by an Authorized one Officer of the Issuereach of them. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the any Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in the aggregate principal amount not to exceed $400 million, and (ii) subject to compliance with the terms of this Indenture provided and not otherwise.
(d) Before any such authentication and deliveryIndenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveIssuers, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual, pdf or electronic signature. Notes bearing the manual or facsimile or may be given by other electronic means.
(b) Notes bearing the manual, facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $300.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. In authenticating Additional or Exchange Notes, the Trustee shall receive and shall be entitled to rely on an Opinion of Counsel stating that such Notes, when authenticated and delivered by the Trustee and issued by the Company will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic means.
(b) Notes bearing the manual, facsimile or other electronic signatures of individuals who were at the time of execution an Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer along with an Issuer Certificate requesting authentication to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, will authenticate and deliver such Notes as in this Indenture provided and not otherwise.; provided that with respect to the issuance of Fixed Rate Term Notes and I/O Term Notes in connection with the exchange of an Initial Term Note or a Quarterly Term Note, the related Notice of Note Exchange shall constitute such Issuer Certificate. EAST\146409251.8147895167.4
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to receive any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or ClassNote, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or by facsimile or may be given by other electronic means.
(b) PDF transmission. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $750.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Original Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $[ ] and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance each case upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer’s Certificate (an “Authentication Order”), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The 2019 Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer any two of its Officers under its corporate seal reproduced thereon and attested by its Secretary or any one of its Assistant Secretaries. Pursuant to Section 8.03 hereof, each 2019 Note Guarantee shall be executed on behalf of the Issuerapplicable Guarantor by its President or one of its Vice Presidents. The signature of any officer of the Issuer or the Owner Trustee these officers on the 2019 Notes and the 2019 Note Guarantees may be manual or facsimile or facsimile. The seal of the Company may be given in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the 2019 Notes. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of the 2019 Notes that have been duly authenticated and delivered by other electronic means.
(b) the Trustee. Unless otherwise provided in the 2019 Notes or the 2019 Note Guarantees, all of the 2019 Notes and the 2019 Note Guarantees shall be dated the date of their authentication. Any of the 2019 Notes or the 2019 Note Guarantees bearing the manual, manual or facsimile or other electronic signatures of individuals who were at any time the time of execution an Authorized Officer proper officers of the Issuer will Company or any Guarantor shall bind the IssuerCompany and such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices before prior to the authentication and delivery of such 2019 Notes and 2019 Note Guarantees or did not hold such offices at the date of issuance of such Notes.
(c) 2019 Notes and 2019 Note Guarantees. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Company may deliver the 2019 Notes executed by and the Issuer 2019 Note Guarantees to the Indenture Trustee for authentication; , together with an Authentication Order with respect to such 2019 Notes and 2019 Note Guarantees, and the Indenture Trustee willshall, upon request by an Officer’s Certificatereceipt of such Authentication Order, in accordance with procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof and of the Base Indenture, authenticate and deliver such 2019 Notes and 2019 Note Guarantees to such recipients as may be specified from time to time pursuant to such Authentication Order. The material terms of such 2019 Notes and 2019 Note Guarantees shall be determinable by reference to such Authentication Order and procedures. If provided for in this Indenture provided and not otherwise.
(d) Before any such procedures, such Authentication Order may authorize authentication and deliverydelivery of such 2019 Notes and 2019 Note Guarantees pursuant to oral instructions from the Company, any Guarantor or any duly authorized agent of the Company or such Guarantor, which instructions shall be promptly confirmed in writing. In authenticating such 2019 Notes and 2019 Note Guarantees and accepting the additional responsibilities under this Supplemental Indenture in relation to such 2019 Notes and 2019 Note Guarantees, the Indenture Trustee will shall be entitled to receive, and (subject to the provisions of Section 6.05 of the Base Indenture) shall be fully protected in addition relying upon:
(1) an Officers’ Certificate, certifying as to any Officer’s Certificate the authorized forms and terms of the 2019 Notes and the 2019 Note Guarantees; and
(2) an Opinion of Counsel, stating that:
(a) the forms and terms of such 2019 Notes and 2019 Note Guarantees have been established by and in conformity with the provisions of the Base Indenture and this Supplemental Indenture; provided that if all such 2019 Notes and 2019 Note Guarantees are not to be issued at the same time, such Opinion of Counsel required may state that such terms will be established in conformity with the provisions of the Base Indenture and this Supplemental Indenture, subject to any conditions specified in such Opinion of Counsel; and
(b) such 2019 Notes and 2019 Note Guarantees, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity; provided, however, that if all of the 2019 Notes and the 2019 Note Guarantees issuable by or pursuant to a Board Resolution of the Company are not to be furnished originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this paragraph at or prior to the time of authentication of such 2019 Notes or 2019 Note Guarantees if such documents are delivered at or prior to the time of authentication upon original issuance of such 2019 Notes or 2019 Note Guarantees to be issued. After the original issuance of such 2019 Notes or 2019 Note Guarantees to be issued, any separate request by the Company that the Trustee authenticate such 2019 Notes or 2019 Note Guarantees for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in the Base Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate this Supplemental Indenture relating to the issuance authentication and delivery of such 2019 Notes and 2019 Note Guarantees. None of the Series 2019 Notes or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of 2019 Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will Guarantees shall be entitled to any benefit under the Base Indenture or this Supplemental Indenture or be valid or obligatory for any purpose unless there appears on such 2019 Notes or 2019 Note Guarantees a Certificate certificate of Authentication substantially in the form provided for herein authentication executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any of the 2019 Notes or the 2019 Note will Guarantees shall be conclusive evidence, and the only evidence, that such 2019 Notes or 2019 Note has Guarantees have been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: First Supplemental Indenture (Amerisourcebergen Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,000.00 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Hd Supply, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $350.0 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided and not otherwise.
(d) Before any such authentication and deliveryaggregate principal amounts specified by the Issuer, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion upon a written order of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company (or, in the case of the Initial Notes, the Issuers) by an Authorized one Officer of the IssuerCompany (or, in the case of the Initial Notes, the Issuers). The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company (or, in the case of the Initial Notes, the Issuers) shall bind the IssuerCompany (or, in the case of the Initial Notes, the Issuers), notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company (or, in the case of the Initial Notes, the Issuers) may deliver Notes executed by the Issuer Company (or, in the case of the Initial Notes, the Issuers) to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,235.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company, in each case specified in clauses (i) and not otherwise.
(dii) Before any such authentication and deliveryabove, upon a written order of the Company (or, in the case of the Initial Notes, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(eIssuers) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Company (or, in the case of the Initial Notes, the Issuers) (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company (or, in the case of the Initial Notes, the Issuers) may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such the Notes as for original issue in this Indenture provided and the aggregate principal amount not otherwise.
(d) Before any such authentication and deliveryto exceed $1,175,000,000, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, and whether the Notes will are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,275,000,000, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Hd Supply, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $950.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Hd Supply, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be Officer, by manual or facsimile or may be given by other electronic meanssignature.
(b) Notes bearing the manual, facsimile manual or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by delivery of an Officer’s Issuer Certificate, authenticate and deliver such Notes as provided in this Base Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.021.3, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 5.2 or Section 4.106.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Base Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Base 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 herein executed by the Indenture Trustee by manual or electronic (other than with respect to any Definitive Notes) signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $645.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Nci Building Systems Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Issuers by an Authorized one Officer of the Issuereach of them. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the any Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Floating Rate Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $250 million, Initial 7.625% Notes for original issue in the aggregate principal amount not to exceed $375 million and Initial 7.75% Notes for original issue in the aggregate principal amount not otherwise.
to exceed $375 million, (dii) Before any such authentication Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers and delivery, the Indenture Trustee will be entitled (iii) Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Floating Rate Notes, 7.625% Notes or 7.75% Notes, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Cendant Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $750.0 million and (ii) subject to Sections 407 and 413, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (L Brands, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $750.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Envision Healthcare Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Original Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $875,000,000 and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance each case upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer’s Certificate (an “Authentication Order”), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Lyondell Chemical Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $757,002,000, and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Company may issue Notes hereunder in payment of PIK Interest on the Notes, which Notes shall have identical terms as the Notes issued on the Issue Date. Notwithstanding any provision to the contrary herein, in connection with the payment of PIK Interest on the Notes, the Company shall not be required to issue, and the Trustee shall not be required to authenticate, Physical Notes if the Company has directed the Paying Agent to record the payment of such PIK Interest as of the relevant Interest Payment Date in the Note Registrar’s books and records and in the schedule of principal amount of each relevant Global Note outstanding or has arranged for the deposit of a Global Note or Global Notes in the applicable principal amount on or prior to the relevant Interest Payment Date into the account specified by the Holder or Holders thereof. If the Company elects to issue new Notes in payment of PIK Interest, in lieu of increasing the outstanding principal amount of the existing Notes with respect to the payment of interest on Notes that are Physical Notes for any semi-annual period ending on or prior to October 12, 2017, (i) the Company shall deliver to the Trustee, no later than two Business Days prior to the relevant Interest Payment Date, the required amount of Notes, together with an order to authenticate and deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant to this Section 303, shall be mailed to the person entitled thereto as shown in the Note Register as of the relevant Regular Record Date.
Appears in 1 contract
Sources: Indenture (Hd Supply, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $400.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Servicemaster Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or by facsimile or may be given by other electronic means.
(b) signature. Notes bearing the manual, facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $550 million and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorymanual, electronic or facsimile signature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (WEX Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $950 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (LBM Holdings, LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or by facsimile or may be given by other electronic means.
(b) PDF transmission. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $700.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate either case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Supplemental Indenture (Sally Investment Holdings LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Issuer Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Beneficiary or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee willshall, upon request by an Officer’s 's Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will shall be entitled to receive, in addition to any Officer’s 's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 2.02 or Section 4.103.10.
(e) The Indenture Trustee will shall not be required to authenticate such Notes if the issue thereof will shall adversely affect the Indenture Trustee’s 's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will shall be dated the date of their authentication.
(g) No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $393,000,000 and not otherwise.
(dii) Before any such authentication Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company and delivery, the Indenture Trustee will be entitled (iii) Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer's Certificate (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Issuers by an Authorized one Officer of the Issuereach of them. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the any Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $400 million, (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuers and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Issuers in the form of Note for any Series an Officer’s Certificate of each of the Issuers (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $500,000,000 and not otherwise.
(dii) Before any such authentication Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company and delivery, the Indenture Trustee will be entitled (iii) Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer's Certificate (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, that the issuance of such Notes (in the case of Additional Notes) does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the initial Holder or Holders, and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will Debentures shall be executed on behalf of the Issuer Corporation by an Authorized Officer the Chairman of the IssuerBoard, the President, a Vice President, the Treasurer or an Assistant Treasurer under its corporate seal reproduced thereon and attested by the Secretary or an Assistant Secretary. The signature of any officer of the Issuer or the Owner Trustee these officers on the Notes Debentures may be manual or by facsimile. Any Coupons attached to any Unregistered Debenture shall be executed on behalf of the Corporation by the manual or facsimile signature of any such officer of the Corporation. Debentures or may be given by other electronic means.
(b) Notes Coupons bearing the manual, manual or facsimile or other electronic signatures of individuals who were at any time the time of execution an Authorized Officer proper officers of the Issuer will Corporation shall bind the IssuerCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices before prior to the authentication and delivery of such Notes Debentures or Coupons or did not hold such offices at the date of issuance of such Notes.
(c) Debentures or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Corporation may deliver Notes Debentures having attached thereto appropriate Coupons, if any, executed by the Issuer Corporation to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such Notes Debentures as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will . All Debentures shall be dated the date of their authentication.
(g) . No Note will Debenture or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will Debenture shall be conclusive evidence, evidence and the only evidence, evidence that such Note Debenture has been duly authenticated and delivered hereunder. The Trustee shall not authenticate or deliver any Unregistered Debenture until any matured Coupons appertaining thereto have been detached and canceled, except as otherwise provided or permitted by this Indenture.
Appears in 1 contract
Sources: Indenture (Alliedsignal Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,250.0 million, (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Hd Supply, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or by facsimile or may be given by other electronic means.
(b) PDF transmission. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $300,000,000 million and not otherwise.
(dii) Before any such authentication and deliveryAdditional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed €290.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance Company upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the notes are to be Initial Notes or Class, all Additional Notes will and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Supplemental Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Graphic Packaging Holding Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $600.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Us Foods, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500 million and (ii) subject to Section 407, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as in this Indenture provided the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveoriginal interest payment date), in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (US Foods Holding Corp.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $275,000,000 and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance each case upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer's Certificate (an "Authentication Order"), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Lyondell Chemical Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $450.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuer and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion each case specified in clauses (i) through (iii) above, upon a written order of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Adesa California, LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer of such Notes by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will of such Notes shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the any Issuer may deliver Notes executed by the such Issuer to the Indenture Trustee for authentication; and the Indenture Trustee willTrustee, upon request by pursuant to an Officer’s CertificateIssuer Order, shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuer of such Notes, in each case specified in clauses (i) and (ii) above, upon a written order of the Issuer of such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer of such Notes may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Univar Solutions Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $425.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuer and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion each case specified in clauses (i) through (iii) above, upon a written order of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Adesa California, LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer Issuing Entity by an Issuing Entity Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Trust Beneficiary or the Owner Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuing Entity Authorized Officer of the Issuer will bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuing Entity may deliver Notes executed by the Issuer Issuing Entity to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receiveprovided with, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Issuing Entity Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 2.02 or Section 4.103.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authenticationauthentication by manual signature of the Trustee; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $1,300.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Company may issue Notes hereunder in payment of PIK Interest on the Notes, which Notes shall have identical terms as the Notes issued on the Closing Date. Notwithstanding any provision to the contrary herein, in connection with the payment of PIK Interest on the Notes, the Company shall not be required to issue, and the Trustee shall not be required to authenticate, Physical Notes if the Company has directed the Paying Agent to record the payment of such PIK Interest as of the relevant Interest Payment Date in the Note Registrar’s books and records and in the schedule of principal amount of each relevant Global Note outstanding or has arranged for the deposit of a Global Note or Global Notes in the applicable principal amount on or prior to the relevant Interest Payment Date into the account specified by the Holder or Holders thereof. With respect to the payment of interest on Notes that are Physical Notes for any semi-annual period ending on or prior to the eighth Interest Payment Date, (i) the Company shall deliver to the Trustee, no later than two Business Days prior to the relevant Interest Payment Date, the required amount of Notes, together with an order to authenticate and deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant to this Section 303, shall be mailed to the person entitled thereto as shown in the Note Register as of the relevant Regular Record Date.
Appears in 1 contract
Sources: Indenture (HSI IP, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $600 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Hertz Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the each Issuer by an Authorized one Officer of the such Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the an Issuer will shall bind the such Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Notes executed by the Issuer Issuers to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $430.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (New Sally Holdings, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual manual, electronic or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, electronic or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $450.0 million and not otherwise.
(dii) Before any such authentication and deliveryAdditional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion upon a written order of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorymanual, facsimile or electronic signature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Sylvamo Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the IssuerOfficer. The signature of any officer of the Issuer Master Owner Trust Beneficiary or the Master Owner Trust Trustee on the Notes may be manual or facsimile or may be given by other electronic meansfacsimile.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s 's Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s 's Certificate and Master Owner Trust Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section SECTION 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series series or Class class of Notes required to be furnished pursuant to Section 3.02 SECTION 2.02 or Section 4.10SECTION 3.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s 's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series series or Classclass, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Navistar Financial Dealer Note Master Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $300.0 million, subject to, if and not otherwise.
(d) Before to the extent applicable with respect to any such authentication and deliveryseries of Notes, the provisions of the Notes Supplemental Indenture Trustee will establishing such series of Notes in respect of issuances of PIK Notes or increases in principal amount of Notes resulting from any payment of PIK Interest, and (ii) subject to Section 407, Additional Notes in one or more series (which may be entitled of the same series as any Notes previously issued hereunder, or of a different series) from time to receivetime for original issue in aggregate principal amounts specified by the Company, in addition to any Officer’s Certificate each case specified in clauses (i) and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02(ii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. A Notes Supplemental Indenture establishing a series of Notes may provide that, with respect to such series of Notes, the Company is entitled to pay PIK Interest or issue PIK Notes on the terms and conditions set forth in such Notes Supplemental Indenture. Notwithstanding any provision to the contrary herein, in connection with the payment of PIK Interest on the Notes (other than Physical Notes), the Company shall not be required to issue, and the Trustee shall not be required to authenticate, Physical Notes if the Company has in writing directed the Paying Agent to record the payment of such PIK Interest as of the relevant Interest Payment Date in the Note Registrar’s books and records and in the schedule of principal amount of each relevant Global Note outstanding or has arranged for the deposit of a Global Note or Global Notes in the applicable principal amount on or prior to the relevant Interest Payment Date into the account specified by the Holder or Holders thereof. If interest on the Notes that are Physical Notes with respect to an interest period will not be paid entirely in cash (i) the Company shall deliver to the Trustee, no later than two Business Days prior to the relevant Interest Payment Date, the required amount of Notes, together with an Authentication Order and deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant to this Section 303, shall be mailed to the person entitled thereto as shown in the Note Register as of the relevant Regular Record Date.
Appears in 1 contract
Sources: Indenture (Core & Main, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the Issuerthereof. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amounts specified by the Company in accordance with the Senior Interim Loan Agreement, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02each case specified in clauses (i) through (iii) above, the Issuer Certificate and any other opinion or certificate relating to the issuance upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Company may issue Notes hereunder in payment of PIK Interest on the Notes, which Notes shall have identical terms as the Notes issued on the Issue Date. Notwithstanding any provision to the contrary herein, in connection with the payment of PIK Interest on the Notes, the Company shall not be required to issue, and the Trustee shall not be required to authenticate, Physical Notes if the Company has directed the Paying Agent to record the payment of such PIK Interest as of the relevant Interest Payment Date in the Note Registrar’s books and records and in the schedule of principal amount of each relevant Global Note outstanding or has arranged for the deposit of a Global Note or Global Notes in the applicable principal amount on or prior to the relevant Interest Payment Date into the account specified by the Holder or Holders thereof. If the Company does not elect with respect to Notes that are Physical Notes to pay interest thereon in cash, (i) the Company shall deliver to the Trustee, no later than two Business Days prior to the relevant Interest Payment Date, the required amount of Notes, together with an order to authenticate and deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant to this Section 303, shall be mailed to the person entitled thereto as shown in the Note Register as of the relevant Regular Record Date.
Appears in 1 contract
Sources: Senior Interim Loan Credit Agreement (Servicemaster Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized one Officer of the IssuerCompany. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $300.0 million and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance Company upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the notes are to be Initial Notes or Class, all Additional Notes will and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Supplemental Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Third Supplemental Indenture (Graphic Packaging International, LLC)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee willshall authenticate and deliver Notes for original issue in the aggregate principal amount not to exceed $300,000,000 (plus any PIK Interest), upon request a written order of the Company in the form of an Officer’s Certificate (an “Authentication Order”). Such Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive and shall rely upon:
(a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate;
(b) an executed supplemental indenture, authenticate and deliver such Notes as if required;
(c) an Officer’s Certificate delivered in this Indenture provided and not otherwise.accordance with Section 1.06; and
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and an Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.which shall state:
(ei) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in that the form of Note for such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture;
(ii) that the terms of such Notes have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and
(iii) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any Series conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or Class, all affecting the enforcement of creditors’ rights and to general equity principles. All Notes will shall be dated the date of their authentication.
(g) . One Business Day prior to any Interest Payment Date on which the Company pays PIK Interest with respect to a Note, the Company will deliver to the Trustee an Officer’s Certificate documenting the payment of interest with respect to the Notes and the current cumulative principal amount of the Notes. The Company will pay all interest whether or not such Officer’s Certificate is delivered. No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer Company by an Authorized Officer of the Issuersuch Company. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized a proper Officer of the Issuer will Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Notes executed by the Issuer Company to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Original Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $900,000,000 and not otherwise.
(dii) Before any such authentication and delivery, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Indenture Trustee will be entitled to receiveCompany, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance each case upon a written order of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided Company in the form of Note for any Series or Classan Officer’s Certificate (an “Authentication Order”), all and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Lyondell Chemical Co)
Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee on the Notes may be Officer, by manual or facsimile or may be given by other electronic meanssignature.
(b) Notes bearing the manual, manual or facsimile or other electronic signatures of individuals who were at the any time of execution an Issuer Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.. 100
(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as provided in this Indenture provided and not otherwise.
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.021.3, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 5.2 or Section 4.106.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series or Class, all Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under 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 herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. (a) The Notes will shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer. The signature of any officer of the Issuer or the Owner Trustee such Officer on the Notes may be manual or facsimile or may be given by other electronic means.
(b) facsimile. Notes bearing the manual, manual or facsimile or other electronic signatures signature of individuals an individual who were was at the any time of execution an Authorized Officer of the Issuer will shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices before office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes.
(c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer’s Certificate, shall authenticate and deliver such (i) Initial Notes as for original issue in this Indenture provided the aggregate principal amount not to exceed $150.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuer and not otherwise.
(diii) Before any such authentication and delivery, the Indenture Trustee will be entitled Exchange Notes from time to receivetime for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in addition to any Officer’s Certificate and Opinion each case specified in clauses (i) through (iii) above, upon a written order of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series or Class of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any Series an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or Classother similar identification numbers of such Notes, all if any, whether the Notes will are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication.
(g) . No Note will shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a Certificate certificate of Authentication authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Note will shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Sources: Indenture (Adesa California, LLC)