Execution, Authentication and Denominations Clause Samples

Execution, Authentication and Denominations. Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount of up to U.S.$460,000,000 of the Notes, plus any Exchange Notes that may be issued pursuant to the Registration Rights Agreement or Add On Note issued hereunder; provided that the Trustee shall receive an Officers’ Certificate as required by Section 13.03 and an Opinion of Counsel of the Company in connection with each such authentication of Notes. The Opinion of Counsel shall be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company, the Trustee and the Paying Agent, will constitute a valid and binding obligation of the Company; (c) such Notes, 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 binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (d) the Company has been duly incorporated in, and is a validly existing corporation under the laws of Mexico or the United States, as the case may be. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu...

Execution, Authentication and Denominations. The Equipment Notes shall be executed by an Officer of the Company authorized to execute Equipment Notes, by facsimile or manual signature, in the name and on behalf of the Company. If an officer whose signature is on an Equipment Note no longer holds that office at the time the Trustee authenticates the Equipment Note, the Equipment Note shall be valid nevertheless. An Equipment Note shall not be valid until the Trustee manually signs the certificate of authentication on the Equipment Note. The signature shall be conclusive evidence that the Equipment Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a Company Order, authenticate for original issue Equipment Notes in the aggregate principal amount specified in such Company Order. Such Company Order shall specify the amount of Equipment Notes to be authenticated and the date on which the issue of Equipment Notes is to be authenticated.

Execution, Authentication and Denominations. The Notes shall be executed by two Officers of the Company. The signature of any Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If any Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall, upon receipt of a Company Order, authenticate for original issue Notes in the aggregate principal amount specified in such Company Order up to a maximum principal amount at maturity of $180,820,855; provided, that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. The Trustee may appoint an authenticating agent to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Execution, Authentication and Denominations. (a) Execution. Two Officers shall execute the Notes for the Issuer by facsimile or manual signature in the name and on behalf of the Issuer. The seal of the Issuer, if any, shall be reproduced on the Notes. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by two Officers of the Company. The signature of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereof.

Execution, Authentication and Denominations. The Notes shall be executed by two Officers of the Company. The signature of any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 in principal amount at maturity and any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes of any series which may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to the provisions of this Section, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1) and (9) below), if so provided, may be determined from time to time by the Company with respect to unissued Notes of the series and set forth in such Notes of the series when issued from time to time): (1) the title of the Notes of the series (which shall distinguish the Notes of the series from all other series of Notes); (2) the dates on which the principal of the Notes of the series is payable; (1) the rate at which the Notes of the series shall bear interest, the date from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Notes on any Interest Payment Date and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months; (2) the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Notes of the series shall be payable, where any Notes of the series may be surrendered for registration of transfer, where Notes of the series may be surrendered for exchange, where Notes of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 12.02, the place or places where notices or demands to or upon the Company in respect of the Notes of the series and this Indenture may be served; (3) the period or periods within which, the price or prices at which and other terms and conditions upon which Notes of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; (4) the obligation, if any, of the Company to redeem, repay or purchase Notes of the ...

Execution, Authentication and Denominations. Subject to Article Four, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by two Officers of the Company. The signature of any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless.

Execution, Authentication and Denominations. Two Officers shall execute the Securities for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee or authenticating agent authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate for original issue Securities in the aggregate principal amount of $225,000,000; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Such order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated, which with respect to the issue of additional Securities shall be the Interest Payment Date as to which the Company has elected not to make interest payments in cash. The aggregate principal amount of Securities outstanding at any time may not exceed the amount set forth above except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.05, 2.06, 2.07 or 2.