Appears in 2 contracts

Sources: Indenture (Ares Management Lp), Indenture (Ares Management Lp)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman, Chief Executive Officer, Co-~~Chief Executive Officer, Chief Financial Officer, ~~Chief Operating Officer~~President, ~~General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ one of its Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature ~~on the Securities~~ of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the ~~form or terms of the~~ Debt Securities of ~~the~~ any one series ~~have been established by~~ are not to be issued at one time and if a Board Resolution or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation supplemental indenture relating to such ~~Securities~~series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. The Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel ~~stating~~substantially to the effect that: (1) all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms of such Debt Securities have been established in conformity with the provisions of this Indenture; (3) in the event that the forms or terms of such Debt Securities have been established in a supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities have been duly executed by the Company and, assuming due authentication by the Trustee and delivery by the Company, are valid and binding obligations enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. The Trustee shall not be required to authenticate such Debt Securities if the issuance of such Debt Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Genesee & Wyoming Inc), Indenture (Scotts Company)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, one of its Vice Chairmen, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary~~ Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any ~~sole or managing member~~ Assistant Treasurer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and ~~deliver~~ deliver, or make available for delivery, such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel ~~stating~~to the effect that: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company's corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and 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 legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officers' Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers' Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the

Appears in 2 contracts

Sources: Indenture (Jabil Circuit Inc), Indenture (Jabil Circuit Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be ~~manual~~ manual, electronic or facsimile. Securities bearing the ~~manual~~ manual, electronic or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section ~~601~~6.01, shall be fully protected in relying upon, an Opinion of Counsel stating:, (1) that the form of such Securities has been established in conformity with the provisions of this Indenture; (2) that the terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered 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 each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Carlyle Group Inc.), Indenture (Carlyle Holdings II L.L.C.)

Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange ----------- Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. ----------- The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of ------------ --- this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depositary, duly ----------- executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal --------- amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President or one of its Vice Presidents, or its Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities. If the form or terms of the~~ Securities ~~of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ as ~~permitted by Sections 201 and 301,~~ in ~~authenticating such Securities, and accepting the additional responsibilities under~~ this Indenture ~~in relation to such Securities,~~ provided and not otherwise. Each Security shall be dated the ~~Trustee~~ date of its authentication. No Security shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, ~~and, subject to Section 601,~~ and such certificate upon any Security shall be ~~fully protected in relying upon~~conclusive evidence, ~~an Opinion of Counsel stating:~~and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Sources: Indenture (United Rentals North America Inc), Indenture (Wyne Systems Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any President, Chairman, Chief Executive~~ an Authorized Officer and attested by a different Authorized Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary . Coupons shall be executed on behalf of the Company (by the Chief Financial Officer or ~~any sole or managing member~~ Chief Accounting Officer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be ~~entitled to receive~~provided with, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in, and may conclusively rely upon, (1) an Opinion or Opinions of Counsel to the effect that: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in ~~relying upon~~conformity with the provisions of this Indenture; (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and 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 legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; and (c) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officers’ Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel ~~stating:~~and an Officers’ Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities, nor will it be liable for its refusal to authenticate or cause an Authenticating Agent to authenticate any Securities, if the issue of such Securities will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to the related Series Authorization. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or Section 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or Section 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Appears in 2 contracts

Sources: Indenture (Validus Holdings (UK) PLC), Indenture (Validus Holdings (UK) PLC)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any~~ one of its Chairman of the Board, its President, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer,~~ its Chief Financial ~~Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ Officer or ~~Assistant Secretary~~ one of ~~the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~its Vice Presidents. The ~~signature~~ signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and ~~deliver~~ make available for delivery such ~~Securities. If the form or terms of the~~ Securities ~~of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ as ~~permitted by Sections 201 and 301,~~ provided in ~~authenticating such Securities, and accepting the additional responsibilities under~~ this Indenture ~~in relation to such Securities,~~ and not otherwise. Each Security shall be dated the ~~Trustee~~ date of its authentication. No Security shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, ~~and~~and such certificate upon any Security shall be conclusive evidence, ~~subject~~ and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to ~~Section 601~~the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be ~~fully protected~~ exchanged for other Securities executed in ~~relying upon~~the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon the written request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an ~~Opinion of Counsel stating:~~authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Appears in 2 contracts

Sources: Indenture (Sonic Automotive Inc), Indenture (Sonic Automotive Inc)

Execution, Authentication, Delivery and Dating. (a) The Securities and the Coupons, if any, shall be executed in the name and on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of ~~individuals who were~~ its Chairman of the Board of Directors, a Vice Chairman, its President or one of its Vice Presidents, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise), which shall be attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. If the Person whose signature is on a Security or Coupon, if any, no longer holds that office at ~~any~~ the time the ~~proper Officers of~~ Security or Coupon, if any, is authenticated and delivered, the ~~Company~~ Security and Coupon, if any, shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Securities, with appropriate Coupons, if any, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Securities and ~~the~~ Coupons. The Trustee ~~in accordance with the Company Order~~ shall thereupon authenticate and deliver such ~~Securities~~Securities and Coupons without any further action by the Company. If A Company Order shall specify the ~~form or terms~~ amount of the Securities (and Coupons) to be authenticated and the date on which the original issue of Securities (and Coupons) is to be authenticated. (c) In authenticating the first Securities and Coupons, if any, of any series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and Coupons, if any, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section ~~601,~~ 11.02) shall be fully protected in relying upon: (i) the supplemental indenture or Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such supplemental indenture or resolution, certified by the Secretary or an Assistant Secretary of the Company; (ii) an Officer's Certificate as to the absence of any event that is, or after notice or lapse of time or both would become, an Event of Default; and (iii) an Opinion of Counsel ~~stating~~prepared in accordance with Section 16.02, which shall state: (A) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 14.01(m), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Company, the Guarantor and the Trustee, will constitute a valid and legally binding obligation of each of the Company and the Guarantor; (C) that such Securities, 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, enforceable in accordance with their terms, and will be entitled to the benefits of this Indenture; (D) that the Company has the corporate power to issue the Securities, and has duly taken all necessary action with respect to such issuance; (E) that the Guarantor has the corporate power to guarantee the Securities, and has duly taken all necessary action with respect to such guarantee; (F) that the issuance of the Securities will not contravene the certificate of incorporation or By-laws of the Company or the Guarantor or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company or the Guarantor is bound and, with respect to the Guarantor, under which long-term debt of the Guarantor as reflected in its latest financial statements on file with the SEC is outstanding; (G) that all requirements of the Indenture applicable to the Company in respect of the execution and delivery by the Company of the Securities and applicable to the Guarantor in respect of the Guarantee and of such supplemental indenture, if any, have been complied with and, that assuming (a) all requisite corporate authorization on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable to the Trustee, and (c) due authentication and delivery of the Securities by the Trustee, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the execution and delivery of such supplemental indenture or for the creation, issuance, authentication and delivery of the Securities pursuant to the Indenture; (H) all conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) to the Trustee's authentication and delivery of the Securities have been complied with; and (I) the amount of Securities Outstanding of such series, together with the amount of such Securities, does not exceed any limit established under the terms of this Indenture on the amount of Securities of such series that may be authenticated and delivered. (d) The Trustee shall have the right to decline to authenticate and deliver the Securities under this Section if the issue of the Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of a series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once, prior to the authentication and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company and the Guarantor that, as of the date of such request, the statements made in the Officers' Certificate delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (i) Members of, or participants in, the Depositary ("Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The registered holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a holder is entitled to take under this Indenture or the Securities. (j) No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual signature of one of its Responsible Officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security (and any Coupons appertaining thereto) has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Except as permitted by Section 3.05, 3.07 or 3.08, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons then matured have been cleared and canceled.

Appears in 2 contracts

Sources: Indenture (Citigroup Inc), Indenture (Citigroup Inc)

Appears in 2 contracts

Sources: Indenture (Northwest Biotherapeutics Inc), Indenture (Northwest Biotherapeutics Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any President,~~ the Chairman, President or Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Officer and attested to by the Secretary of the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member~~ Company. The signatures of such ~~member). The signature~~ Officers on the Securities may be manual or ~~facsimile~~facsimile signatures of the present or any future such authorized Officers and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to ~~time after the execution and delivery of this Indenture~~time, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and make available for delivery of such Securities, and the ~~Trustee~~ Trustee, in accordance with the Company ~~Order~~ Order, shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of ~~the~~ a series have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ Officers' Certificates as permitted by Sections ~~201~~ 2.1 and ~~301~~3.1, in authenticating such ~~Securities,~~ Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel ~~stating~~stating that, (a) the forms and terms of such Securities have been established in conformity with the provisions of this Indenture, and (b) such Securities, 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, enforceable in accordance with their terms, subject to customary exceptions; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the Opinion of Counsel above may state:

Appears in 2 contracts

Sources: Indenture (Robbins & Myers Inc), Indenture (Robbins & Myers Inc)

Appears in 2 contracts

Sources: Indenture (Evergreen Solar Inc), Indenture (Evergreen Solar Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Corporation by ~~any~~ its Chairman, its President, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer,~~ its Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer,~~ its Chief Accounting ~~Officer~~Officer or a Vice-President, ~~Treasurer~~together with any one of the Corporate Secretary, or Assistant Corporate Secretary, the Treasurer or an Assistant Treasurer~~, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~. The signature of any of these officers on the Securities may be the manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Corporation shall bind the ~~Company~~Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Corporation may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Corporation to the Trustee for authentication, together with a ~~Company~~ Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the Company~~ such Corporation Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Corporation Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as ~~permitted by Sections 201~~ interest rate, stated maturity, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, ~~an Opinion~~ one or more Opinions of Counsel stating:

Appears in 2 contracts

Sources: Indenture (Encana Corp), Indenture (Encana Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be ~~executed~~ signed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its Vice Chairman of the Board, its Chief Executive Officer, ~~Co-~~its Chief ~~Executive~~ Operating Officer, its Chief Financial Officer, ~~Chief Operating Officer~~its President, ~~General Counsel~~one of its Executive Vice Presidents, ~~Chief Risk Officer~~one of its Senior Vice Presidents, ~~Chief Accounting Officer~~one of its Vice Presidents, the Treasurer, one of its Assistant ~~Treasurer~~Treasurers, ~~Managing Directors~~the Controller, ~~Director~~one of its Assistant Controllers, the Secretary or one of its Assistant ~~Secretary of the Company (~~Secretaries, manually or ~~any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~in facsimile. ~~The~~ Such signature on upon the Securities may be ~~manual~~ of the present or ~~facsimile~~any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at ~~any~~ the time such individual signed such Securities the proper ~~Officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as ~~permitted by Sections 201~~ interest rate, maturity date, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms and terms of such Securities have been established in conformity with the provisions of this Indenture; and (b) that all conditions precedent of the Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture 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, enforceable against the Company in accordance with its terms, except that enforceability thereof may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion with appropriate modifications shall be delivered at or before the time of issuance of the first Security of such series. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more Securities of such series in global form that (i) shall be in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Security or Securities in global form, (ii) shall be registered in the name of the Depositary for such Security or Securities in global form or its nominee, and (iii) shall be made available for delivery by the Trustee to such Depositary or pursuant to such Depositary's instruction. The Trustee shall not be required to authenticate and deliver any such Securities if the Trustee, being advised by counsel, determines that such action (i) may not lawfully be taken or (ii) would expose the Trustee to personal liability to existing Holders of Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein, executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the authenticating agent for such series then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor authenticating agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor authenticating agent had itself authenticated such Securities.

Appears in 2 contracts

Sources: Indenture (Carnival Corp), Indenture (Carnival Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary Authorized Representative of the Company. The signature of any such Authorized Representative of the Company ~~(or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities~~ may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time ~~the~~ a proper ~~Officers~~ Authorized Representative of the Company shall bind the ~~Company,~~ Company notwithstanding that such individuals or any of them have ceased to hold such ~~offices~~ positions prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ positions at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the Company to the Trustee for authentication, together with ~~a Company~~ an Order for the authentication and delivery of such Securities, and the Trustee in accordance with the ~~Company~~ Order shall authenticate and deliver such Securities. If the ~~form~~ forms or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ Authorizations as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, an Opinion of Counsel and Officers' Certificate stating:, (1) that such forms or terms have been established in conformity with the provisions of this Indenture; and (2) that such Securities, 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 enforceable in accordance with their terms, 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. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised in writing by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability based upon the written advice of counsel. The Trustee shall not be required to authenticate the Securities of any series if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Petrobras International Finance Co), Indenture (Petrobras International Finance Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any ~~President~~of an Executive Chairman of the Board, ~~Chairman~~if any, the Chief Executive Officer, ~~Co-Chief~~ the President, an Executive ~~Officer~~Vice President, a Senior Vice President, a Vice President, the Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ the Treasurer, an Assistant Treasurer, ~~Managing Directors, Director,~~ the Secretary or an Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance ~~with~~ with, or pursuant to such procedures acceptable to the Trustee set forth in, the Company Order shall authenticate and deliver such Securities. The Stated Maturity, original issue date, interest rate and any other terms of the Securities of such series may, if not previously established by a Board Resolution, Officer’s Certificate or indenture supplemental hereto pursuant to Section 3.01, be determined by or pursuant to such Company Order and procedures. If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be ~~entitled to receive~~provided with, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying 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 Securities 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 Securities 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, if any; (c) an Officer’s Certificate delivered in accordance with Section 1.02; and (d) an Opinion of Counsel delivered in accordance with Section 1.02 and also stating:, (1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities, or the manner of determining such terms, have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms, or the manner of determining such terms, have been established in conformity with the provisions of this Indenture; (3) that such Securities, 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 enforceable in accordance with their terms, 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 (4) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (New York Times Co), Indenture (New York Times Co)

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by ~~any~~ its President, ~~Chairman, Chief Executive Officer, Co-~~Chief Executive Officer, Chief Financial ~~Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ Officer or ~~Assistant~~ Senior Vice President Operations together with the Corporate Secretary of the ~~Company (~~Company. If two or more persons share such office any ~~sole or managing member of the Company or the ultimate general partner, sole or managing member~~ one of such ~~member)~~persons may. The signature of any of these officers on the Securities or coupons may be the manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities~~Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the ~~form~~ notation of a beneficial owner’s interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 3.06, the Trustees shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as ~~permitted by Sections 201~~ interest rate, stated maturity, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the ~~Trustee~~ Trustees shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Trust Indenture Legislation and TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; (c) that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustees for authentication in accordance with this Indenture, authenticated and delivered by the Trustees, or either of them, in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; (d) that all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indentures, if any, by the Trustees will not violate the terms of the Indenture; (e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; and (f) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. No Security or coupon shall entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Taseko Mines LTD), Indenture (Taseko Mines LTD)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section ~~601~~6.01, shall be fully protected in relying upon, an Opinion of Counsel stating:, (1) that the form of such Securities has been established in conformity with the provisions of this Indenture; (2) that the terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee and issued and delivered 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 each Guarantor, respectively, enforceable against the Company and each Guarantor, respectively, in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph of this Section 3.03, if all Securities of a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officers’ Certificate of the Company otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Carlyle Group L.P.), Indenture (Carlyle Group L.P.)

Execution, Authentication, Delivery and Dating. The Debt Securities and the Coupons, if any, of any series shall be executed on behalf of the Company by ~~any~~ its President, ~~Chairman, Chief~~ one of its Executive ~~Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ or Senior Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature ~~on the Securities~~ of any of these officers may be manual or facsimile. Debt Securities and Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities and Coupons or did not hold such offices at the date of such ~~Securities~~Debt Securities and Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, with appropriate Coupons, if any, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and Coupons and the Trustee in accordance with the Company Order shall authenticate and ~~deliver~~ make available for delivery such ~~Securities~~Debt Securities and Coupons; PROVIDED, HOWEVER, that, in connection with its sale during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED, FURTHER, that a Bearer Security (other than a temporary Global Note in bearer form) may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished to the Euro-clear operator or to CEDEL a certificate substantially in the form set forth in Exhibit C to this Indenture. If all the ~~form or terms of the~~ Debt Securities of any one series are not to be issued at one time and if a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the ~~series have been established~~ Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or ~~pursuant~~ upon exchange of a portion of a temporary Global Note shall be deemed to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. Except as permitted by ~~Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities~~Section 3.06 or 3.07, the Trustee shall not authenticate and make available for delivery any Bearer Security unless all Coupons for interest then matured have been detached and cancelled. The Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities and Coupons of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities and Coupons have been approved, (ii) an Officers' Certificate stating that all conditions precedent provided for in the Indenture have been complied with and that, to the best knowledge of the signers of such certificates, no Event of Default with respect to any of the Debt Securities shall have occurred and be continuing and (iii) an Opinion of Counsel ~~stating~~substantially to the effect that: (1) the forms and terms of such Debt Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (2) such Debt Securities and Coupons, if any, when completed by appropriate insertions and executed and delivered by the Company to the Trustee in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Debt Securities and Coupons if the issuance of such Debt Securities and Coupons pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. Each Bearer Security (including any temporary or permanent or other definitive Bearer Security in global form) shall be dated as of the date of original issuance of the first Debt Security of such series to be issued, except as otherwise provided pursuant to Section 3.01 with respect to the Bearer Securities of any series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Hilton Hotels Corp), Indenture (Hilton Hotels Corp)

Appears in 2 contracts

Sources: Indenture (Owens & Minor Inc/Va/), Indenture (Owens & Minor Distribution, Inc.)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by ~~any~~ one of its Chairman, President, ~~Chairman~~any Vice President, ~~Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ its Treasurer or an Assistant ~~Treasurer, Managing Directors, Director,~~ Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities may be manual or facsimile. . (b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a or preceded by one or more Company ~~Order~~ Orders for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ any such Company Order shall authenticate and deliver such Securities. If The Securities shall be issued in series. Such Company Order shall specify the following with respect to each series of Securities: (i) any limitations on the aggregate principal amount of the Securities to be issued as part of such series, (ii) the Original Issue Date or Dates for such series, (iii) the stated maturity of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption (including any premium), (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be repaid, in whole or in part, at the option of the Holder thereof, (vii) whether or not the Securities of such series shall be issued in whole or in part in the form ~~or terms~~ of a Global Security and, if so, the Depository for such Global Security, (viii) the designation of such series, (ix) if the form of the Securities of such series is not as described in EXHIBIT A OR EXHIBIT B hereto, the ~~series have been established by~~ form of the Securities of such series, (x) the maximum annual interest rate, if any, of the Securities permitted for such series, (xi) any other information necessary to complete the Securities of such series, (xii) the establishment of any office or agency pursuant to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities~~Section 5.2 hereof, and (xiii) any other terms of such series not inconsistent with this Indenture. Prior to authenticating Securities of any series, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to receive~~receive from the Company the following at or before the issuance of the initial Security of such series of Securities, ~~and,~~ and (subject to Section ~~601,~~ 8.1 hereof) shall be fully protected in relying upon: (1) A Board Resolution authorizing such Company Order or Orders and, if the form of Securities is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution; (2) an Opinion of Counsel ~~stating~~stating substantially the following subject to customary qualifications and exceptions: (A) if the form of Securities has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.1 hereof, that such form has been established in conformity with this Indenture; (B) that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; (C) that the Indenture is qualified to the extent necessary under the TIA; (D) that such Securities have been duly authorized and executed by the Company, and when authenticated 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, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture; (E) that the issuance of the Securities will not result in any default under this Indenture, or any other contract, indenture, loan agreement or other instrument to which the Company is a party or by which it or any of its property is bound; and (F) that all consents or approvals of the Public Service Commission of Wisconsin (or any successor agency) and of any other federal or state regulatory agency required in connection with the Company's execution and delivery of this Indenture and such series of Securities have been obtained and not withdrawn (except that no statement need be made with respect to state securities laws). (3) an Officer's Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (ii) all conditions that must be met by the Company to issue Securities under this Indenture have been met. (d) The Trustee shall have the right to decline to authenticate and deliver any Security: (1) if the issuance of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee; (2) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (3) if the Trustee in good faith by its Board of Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the Trustee to personal liability to Holders of any outstanding Securities. (e) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. (f) If all Securities of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolutions, Officers' Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 14.5 hereof) described in Section 2.5(c) hereof at or prior to the authentication of each Security of such series, if such items are delivered at or prior to the time of authentication of the first Security of such series to be authenticated and issued. If all of the Securities of a series are not authenticated and issued at one time, for each issuance of Securities after the initial issuance of Securities, the Company shall be required only to deliver to the Trustee the Security and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Security and to deliver such Security in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers' Certificate delivered to the Trustee prior to the authentication and issuance of the first Security of such series are true and correct on the date thereof as if made on and as of the date thereof.

Appears in 2 contracts

Sources: Indenture (Northern States Power Co /Wi/), Indenture (Northern States Power Co /Wi/)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.1 and ~~301~~3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section ~~601~~6.1, shall be fully protected in relying upon, an Opinion of Counsel ~~stating~~stating that: (a) all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities; (b) the form of such Securities has been established in conformity with the provisions of this Indenture; (c) the terms of such Securities have been established in conformity with the provisions of this Indenture; (d) in the event that the form or terms of such Securities have been established in a supplemental indenture, the execution and delivery of such supplemental indenture have been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (e) the execution and delivery of such Securities have been duly authorized by all necessary corporate action of the Company and such Securities have been duly executed by the Company and, assuming due authentication by the Trustee and delivery by the Company, are the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (f) the amount of Outstanding Securities of such series, together with the amount of such Securities, does not exceed any limit established under the terms of this Indenture on the amount of Securities of such series that may be authenticated and delivered. In the event that all Securities of a series are not issued at the same time, the Trustee shall authenticate and deliver the Securities of such series executed and delivered by the Company for original issuance upon receipt of an order of the Company (which need not comply with Section 1.2 hereof), signed by an officer or employee of the Company identified to the Trustee in an Officers' Certificate, if the Trustee has previously received the Company Order and Opinion of Counsel referred to in the third paragraph of this Section 3.3 with respect to the issuance of any Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Argyle Television Inc), Indenture (Argyle Television Inc)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of each of the ~~Company~~ Issuers by ~~any President, Chairman,~~ the manual or facsimile signature of its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President, its Chief Financial Officer, ~~Chief Operating Officer~~one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, its Controller or Corporate Controller, one of its Assistant Controllers or Assistant Corporate Controllers, its Treasurer or Corporate Treasurer, one of its Assistant Treasurers or Assistant Corporate Treasurers, its General Counsel, ~~Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ its Secretary or one of its Assistant ~~Secretary of~~ Secretaries. If the ~~Company (or any sole or managing member of~~ Person whose signature is on a Security no longer holds that office at the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the ~~proper Officers of~~ Security is authenticated and delivered, the ~~Company~~ Security shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuers may deliver Securities of any series executed by the ~~Company~~ Issuers to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such ~~Securities~~Securities and, ~~and~~ if required pursuant to Section 3.01 with respect to the ~~Trustee in accordance with~~ Securities of such series, a supplemental indenture or Issuer Order setting forth the ~~Company Order shall authenticate and deliver such Securities. If the form or~~ terms of the Securities of such series. The Trustee shall thereupon authenticate and deliver such Securities without any further action by the Issuers. The Issuer Order shall specify the amount of Securities to be authenticated and the date on which the original issue of such Securities is to be authenticated. (c) In authenticating the first Securities of any series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities,~~ Securities the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section ~~601,~~ 11.02) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of ~~Counsel stating:~~Counsel, each prepared in accordance with Section 16.01, stating (i) that the conditions precedent, if any, provided for in this Indenture which relate to such authentication have been complied with and (ii) that the Securities constitute the valid, binding and enforceable obligations of the Issuer according to the terms thereof. (d) The Trustee shall have the right to decline to authenticate and deliver the Securities under this Section 3.03 if the issue of the Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture. (e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the authentication and delivery of the first Security of such series; (g) If the Issuers shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuers shall execute and the Trustee, in accordance with the Issuer Order or indenture supplemental hereto establishing the terms of the Securities of such series, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or the applicable Security Custodian or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect (or to such other effect as may be required by such Depositary): “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE ISSUERS, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture, or on a schedule to such Global Security. (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (i) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Issuers, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. (j) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual or facsimile signature of an authorized signatory of the Trustee or Authenticating Agent, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (J C Penney Co Inc), Indenture (J C Penney Co Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President,~~ its Chairman, the Chief Executive Officer, ~~Co-~~the Chief ~~Executive~~ Operating Officer, the Chief Financial Officer, ~~Chief Operating Officer~~or its President or one of its Vice Presidents, ~~General Counsel~~under its corporate seal reproduced thereon, ~~Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as ~~permitted by Sections 201~~ interest rate, maturity date, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to TIA Section ~~601,~~ 315(a) through 315(d)) shall be fully protected in relying upon, , (a) an Opinion of Counsel stating:, (i) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. (b) an Officers’ Certificate stating that no Event of Default with respect to any of the Securities shall have occurred and be continuing; (c) a copy of the Board Resolutions pursuant to which the terms and form of the Securities were established; and (d) an executed supplemental indenture, if any. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Securities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (TCP Capital Corp.), Indenture (TCP Capital Corp.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the ~~Company~~ Issuer or the related Guarantor, as applicable, by ~~any President, Chairman~~the Chairman of the Board, Chief Executive Officer, ~~Co-Chief Executive Officer~~President, Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ or ~~Assistant Secretary~~ one of the ~~Company (or any sole or managing member~~ Vice Presidents of the ~~Company~~ Issuer, or such Guarantor, and may (but need not) have the Issuer’s or the ~~ultimate general partner~~Guarantor’s, ~~sole or managing member of such member)~~as applicable, corporate seal thereon. The signature of any of these officers on the Securities may be manual or ~~facsimile~~electronic. Securities and any related Guarantees bearing the manual or ~~facsimile~~ electronic signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company shall~~ Issuer or any Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the ~~Company~~Issuer or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such ~~Securities~~Securities or any such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities ~~of any series~~ executed by the ~~Company~~ Issuer to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolutions and Officer’s Certificate or supplemental indenture or indentures with ~~a Company~~ respect to such Securities referred to in Section 301 and an Issuer Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the ~~Company~~ Issuer Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon~~, an Opinion of Counsel stating:~~,

Appears in 2 contracts

Sources: Indenture (Erp Operating LTD Partnership), Indenture (Avalonbay Communities Inc)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Issuer by the manual, facsimile or electronic signature of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, any Vice Presidents or Treasurer of the Managing Member. The related Guarantees, if any, shall be executed on behalf of the ~~Company~~ Guarantor by ~~any President~~the manual, ~~Chairman~~facsimile or electronic signature of its Chairman of the Board of Directors, its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President, its Chief Financial Officer, ~~Chief Operating Officer,~~ its General Counsel, ~~Chief Risk Officer, Chief Accounting Officer,~~ any of its Vice Presidents or its Treasurer~~, Assistant Treasurer, Managing Directors, Director, Secretary~~ . If the Person whose signature is on a Security or ~~Assistant Secretary of~~ Guarantee no longer holds that office at the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the ~~proper Officers of~~ Security or Guarantee, as applicable, is authenticated and delivered, the ~~Company~~ Security or Guarantee, as applicable, shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any ~~series~~ series, together with any Guarantees appertaining thereto, executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such ~~Securities~~Securities and, ~~and~~ if required pursuant to Section 3.01, a supplemental indenture or Officer’s Certificate setting forth the ~~Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or~~ terms of the Securities of a series. The Trustee shall thereupon authenticate and deliver such Securities without any further action by the Issuer. The Issuer Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. (c) In authenticating the first Securities of any series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities,~~ Securities the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section ~~601,~~ 11.02) shall be fully protected in relying ~~upon,~~ upon an Officer’s Certificate and an Opinion of Counsel, each prepared in accordance with Section 17.01 stating that the conditions precedent, if any, provided for in the Indenture have been complied with. The Opinion of Counsel ~~stating:~~shall also state that the Securities and the related Guarantees, if any, have been duly authorized by all necessary corporate action on the part of the Issuer and the Guarantor, as applicable, duly executed and delivered to the extent such execution and delivery are governed by the laws of the State of New York and are valid and binding obligations of the Issuer and, if applicable, the Guarantor, enforceable against the Issuer and the Guarantor, as applicable, in accordance with their terms under the laws of the State of New York. The Opinion of Counsel shall further state that the form and terms of the Securities and the related Guarantees, if any, have been established in conformity with this Indenture. (d) The Trustee shall have the right to decline to authenticate and deliver the Securities under this Section 3.03 if the issue of the Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (e) Each Security and related Guarantee, if any, shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) If the Issuer shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY] TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [THE NOMINEE OF THE DEPOSITARY] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY] (AND ANY PAYMENT HEREON IS MADE TO [THE NOMINEE OF THE DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [THE NOMINEE OF THE DEPOSITARY], HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (g) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (h) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Issuer, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. (i) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual, facsimile or electronic signature of an authorized signatory of the Trustee or such Authenticating Agent, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Healthpeak OP, LLC), Supplemental Indenture (Healthpeak Properties, Inc.)

Execution, Authentication, Delivery and Dating. (a) The Securities and the Coupons, if any, shall be executed in the name and on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of ~~individuals who were~~ its Chairman of the Board of Directors, a Vice Chairman, its President or one of its Vice Presidents, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise), which shall be attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. If the Person whose signature is on a Security or Coupon, if any, no longer holds that office at ~~any~~ the time the ~~proper Officers of~~ Security or Coupon, if any, is authenticated and delivered, the ~~Company~~ Security and Coupon, if any, shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Securities, with appropriate Coupons, if any, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Securities and ~~the~~ Coupons. The Trustee ~~in accordance with the Company Order~~ shall thereupon authenticate and deliver such ~~Securities~~Securities and Coupons without any further action by the Company. If The Company Order shall specify the ~~form or terms~~ amount of the Securities (and Coupons) to be authenticated and the date on which the original issue of Securities (and Coupons) is to be authenticated. (c) In authenticating the first Securities and Coupons, if any, of any series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and Coupons, if any, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section ~~601,~~ 11.02) shall be fully protected in relying upon: (i) the supplemental indenture or Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such supplemental indenture or resolution, certified by the Secretary or an Assistant Secretary of the Company; (ii) an Officer's Certificate of the Company and the Guarantor as to the absence of any event that is, or after notice or lapse of time or both would become, an Event of Default; and (iii) an Opinion of Counsel ~~stating~~prepared in accordance with Section 16.02, which shall state: (A) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 14.01(m), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Company, the Guarantor and the Trustee, will constitute a valid and legally binding obligation of each of the Company and the Guarantor; (C) that such Securities, 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, enforceable in accordance with their terms, and will be entitled to the benefits of this Indenture; (D) that the Company has the corporate power to issue the Securities, and has duly taken all necessary action with respect to such issuance; (E) that the Guarantor has the corporate power to guarantee the Securities, and has duly taken all necessary action with respect to such guarantee; (F) that the issuance of the Securities will not contravene the certificate of incorporation or By-laws of the Company or the Guarantor or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company or the Guarantor is bound and, with respect to the Guarantor, under which long-term debt of the Guarantor as reflected in its latest financial statements on file with the SEC is outstanding; (G) that all requirements of the Indenture applicable to the Company in respect of the execution and delivery by the Company of the Securities and applicable to the Guarantor in respect of the Guarantee and of such supplemental indenture, if any, have been complied with and, that assuming (a) all requisite corporate authorization on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable to the Trustee, and (c) due authentication and delivery of the Securities by the Trustee, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the execution and delivery of such supplemental indenture or for the creation, issuance, authentication and delivery of the Securities pursuant to the Indenture; (H) all conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) to the Trustee's authentication and delivery of the Securities have been complied with; and (I) the amount of Securities Outstanding of such series, together with the amount of such Securities, does not exceed any limit established under the terms of this Indenture on the amount of Securities of such series that may be authenticated and delivered. (d) The Trustee shall have the right to decline to authenticate and deliver the Securities under this Section if the issue of the Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once, prior to the authentication and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company and the Guarantor that, as of the date of such request, the statements made in any Officers' Certificate delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (i) Members of, or participants in, the Depositary ("Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Company, the Guarantor, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The registered holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a holder is entitled to take under this Indenture or the Securities. (j) No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual signature of one of its Responsible Officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security (and any Coupons appertaining thereto) has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Except as permitted by Section 3.05, 3.07 or 3.08, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons then matured have been cleared and canceled.

Appears in 2 contracts

Sources: Indenture (Citigroup Funding Inc.), Indenture (Citigroup Funding Inc.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities ---------------------------------------------- shall be executed on behalf of the Company by ~~any~~ the Chairman, the President, ~~Chairman~~any Executive Vice President, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, any Senior Vice President or the Treasurer and attested to by the Corporate Secretary or Assistant Secretary of the ~~Company (~~Company. The Company's seal shall be affixed to the Securities, or ~~any sole or managing member of the Company or the ultimate general partner, sole or managing member~~ a facsimile of such ~~member)~~seal shall be reproduced on the Securities. The ~~signature~~ signatures of such officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to ~~time after the execution and delivery of this Indenture~~time, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and the delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities -------- ------- offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of ~~the~~ a series have been established by or pursuant to one or more ~~Company Resolutions~~ Officers' Certificates or ~~pursuant to authority granted by~~ one or more ~~Company~~ Board Resolutions as permitted by Sections ~~201 and 301,~~ 2.1 and 3.1 in authenticating such ~~Securities,~~ Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) that the forms and terms of such Securities have been established in conformity with the provisions of this Indenture; and (2) that such Securities 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, enforceable in accordance with their terms, subject to customary exceptions; provided, however, that, with respect to Securities of a series subject to a -------- ------- Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the Opinion of Counsel above may state:

Appears in 2 contracts

Sources: Indenture (St Paul Bancorp Inc), Indenture (St Paul Bancorp Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its Vice Chairman of the Board, its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President or one of its Senior Vice Presidents or one of its Vice Presidents, ~~Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ under an impression of its corporate seal or a facsimile of its corporate seal reproduced thereon attested by its Treasurer or one of its Assistant ~~Treasurer, Managing Directors, Director,~~ Treasurers or Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of~~ Secretaries. Any such ~~member). The~~ signature ~~on the Securities~~ may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of an individual or individuals who were at any time the proper ~~Officers~~ officer or officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee or to its order for ~~authentication~~authentication (or to the Paying Agent), together with a Company Order for the authentication and delivery of such Securities, and the Trustee or an Authenticating Agent in accordance with ~~the~~ such Company Order shall authenticate and ~~deliver~~ make available for delivery such ~~Securities~~Securities as in this Indenture provided and not otherwise. If In connection with any Company Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.2 shall be required. Each Security shall be dated the ~~form or terms~~ date of its authentication. In authenticating the Securities ~~of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201~~ and ~~301,~~ in ~~authenticating such Securities, and~~ accepting the additional responsibilities under ~~this~~ the Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive, and, subject to Section 601,~~ receive and shall be fully protected in relying upon, an Opinion of Counsel ~~stating~~stating that: (a) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; (d) all laws and requirements in respect of the execution and delivery by the Company of such Securities and of the supplemental indenture, if any, have been complied with and that authentication and delivery of such Securities and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; (e) the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; and (f) the issuance of such Securities will not contravene the articles of incorporation or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound known to such Counsel, which violation would have a material adverse effect on the Company. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder is entitled to the benefits of this Indenture. Any Global Security shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Securities in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Security shall be made to the Holder of such Global Security.

Appears in 2 contracts

Sources: Indenture (Cypress Semiconductor Corp /De/), Indenture (Veritas Software Corp)

Execution, Authentication, Delivery and Dating. The Securities of each series shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary Director or ~~Assistant Secretary of the Company (or any sole or managing~~ member of ~~the Company or the ultimate general partner, sole or managing member~~ its Executive Committee. The Guarantees endorsed thereon shall be executed on behalf of ~~such member)~~each Guarantor by any authorized officer of each Guarantor. The signature of any of these officers on the Securities or the Guarantees may be manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities and the Guarantees. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company or the applicable Guarantor shall bind the ~~Company~~Company or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities~~Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the The Trustee shall be entitled to ~~receive, and, subject to Section 601, shall be fully protected in relying upon,~~ receive an Officers’ Certificate and an Opinion of Counsel ~~stating:~~of the Company that it may reasonably request in connection with such authentication of any Securities of any series. Such order shall specify the amount of Securities of such series to be authenticated and the date on which the original issue of Securities of such series. Each Security shall be dated the date of its authentication. In case the Company, pursuant to Article VIII, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a Supplemental Indenture with the Trustee pursuant to Article VIII, any of the Securities of any series authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities of such series executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities of such series surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities of any series shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities of such series, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities of such series at the time Outstanding for Securities of such series authenticated and delivered in such new name. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form set forth in Section 3.13 duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued or sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Amvescap PLC/London/), Indenture (INVESCO North American Holdings, Inc.)

Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company or Unilever N.V., as the case may be, by, (i) in the case of the Company, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Secretary or one of its Assistant ~~Secretary~~ Secretaries or (ii) in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, (iii) in the ~~Company (or~~ case of either Parent, any ~~sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~other person thereunto duly authorized. The signature of any of these officers, certified to the satisfaction of The Bank of New York Mellon, on the Debt Securities may be manual or facsimile. Any Coupons attached to any bearer Debt Securities shall be executed in the name of the Company or Unilever N.V., as the case may be, by the facsimile signature of the Treasurer thereof. Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer shall bind the ~~Company~~Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or Coupons or did not hold such offices at the date of such ~~Securities~~Debt Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Debt Securities of any series executed by such Issuer having endorsed thereon Guarantees of each Guarantor and, in the ~~Company~~ case of bearer Debt Securities, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and an Issuer Order from each Guarantor approving the delivery of the Guarantees endorsed thereon and the Trustee in accordance with ~~the Company Order~~ such Issuer Orders shall authenticate and deliver such ~~Securities~~Debt Securities having such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such ~~Securities,~~ Debt Securities and accepting the additional responsibilities under ~~this~~ the Indenture in relation to such ~~Securities,~~ Debt Securities the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, an Opinion of Counsel ~~stating:~~stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Debt Securities constitute the legal, valid, binding and enforceable obligation of the Issuer thereof. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Debt Securities or any Coupons and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each registered Debt Security shall be dated the date of its authentication unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and by or pursuant to the action or authority of the Board of Directors of each Guarantor, as appropriate or established in one or more indentures supplemental hereto. Each bearer Debt Security shall be dated the date specified pursuant to Section 3.01 unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto. No Debt Security or Guarantee endorsed thereon or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and that such Debt Security, Guarantee or Coupon is entitled to the benefits of this Indenture. The delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of each Guarantor. The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining thereto shall have been detached and canceled, except as otherwise provided in Section 3.04, 3.05 or 9.06 or as permitted in Section 3.06. Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the applicable Issuer, and the applicable Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Unilever N V), Indenture (Unilever United States Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed in accordance with the Luxembourg Company’s articles of association or resolutions of the Board of Managers on behalf of the ~~Company by any President~~Luxembourg Company, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary and in accordance with the U.S. Company’s Certificate of Incorporation or ~~Assistant Secretary~~ resolutions of the ~~Company (or any sole or managing member~~ Board of Directors on behalf of the U.S. Company. The signature of any Officer of the Luxembourg Company or the ~~ultimate general partner, sole or managing member of such member). The signature~~ U.S. Company on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Companies shall bind the ~~Company~~Companies, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Companies may deliver Securities of any series executed by the ~~Company~~ Companies to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section 601, ) shall be fully protected in relying upon, a copy of such Board Resolutions, the Officer’s Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating:,

Appears in 2 contracts

Sources: Indenture (Genpact LTD), Indenture (Genpact Luxembourg S.a.r.l.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, its President, ~~Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ one of its Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and (c) that such Securities, 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, 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. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing and subject, in the case of a Security in permanent global form, to Section 2.02, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) directing such cancellation and stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Pitney Bowes Inc /De/), Subordinated Indenture (Pitney Bowes Inc /De/)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its Vice Chairman of the Board, ~~Chief Executive Officer~~its President or one of its Vice Presidents, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. 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 any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and ~~deliver~~ make such ~~Securities~~Securities available for delivery. If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; (c) that such Securities, 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, enforceable in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); (d) if prior to the Release Date, that the Related Series of Collateral Bonds being delivered to the Trustee in connection with the issuance of such Securities when authenticated and delivered by the Mortgage 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, enforceable in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and except as enforcement of provisions thereof may be limited by state laws affecting the remedies for the enforcement of the security provided for in the First Mortgage Indenture; and that such Collateral Bonds are entitled to the benefit of the First Mortgage Indenture, equally and ratably, with all other First Mortgage Bonds (if any) outstanding under the First Mortgage Indenture, except as to sinking fund provisions; (e) if any Substituted Collateral Bonds are to be delivered, that the Related Series of Substituted Collateral Bonds being delivered to the Trustee in connection with the issuance of such Securities when authenticated and delivered by the trustee under the Substituted Mortgage Indenture 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, enforceable in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and except as enforcement of provisions thereof may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Substituted Mortgage Indenture; and that such Substituted Collateral Bonds are entitled to the benefit of the Substituted Mortgage Indenture, equally and ratably, with all other First Mortgage Bonds (if any) outstanding under the Substituted First Mortgage Indenture, except as to sinking fund provisions; (f) that no consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body having jurisdiction over the Company is required for the execution and delivery of such Securities by the Company, except such as have been obtained (except that no opinion need be expressed as to state securities or Blue Sky laws). If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee, or in the written opinion of counsel to the Trustee (which counsel may be an employee of the Trustee) such authentication may not lawfully be made or would involve the Trustee in personal liability. Notwithstanding the provisions of Section 3.01 and of the immediately preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this section and the Company Order with respect to the authentication and delivery of such series, authenticate and deliver one or more global Securities that (i) shall be in an aggregate amount equal to the aggregate principal amount specified in such Company Order, (ii) shall be registered in the name of the Depositary therefor or its nominee, and (iii) shall be made available for delivery by the Trustee to the Depositary or pursuant to the Depositary's instruction. Each depositary designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Unless otherwise provided for in the form of Security, each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

Appears in 2 contracts

Sources: Indenture (Wisconsin Public Service Corp), Indenture (Wisconsin Public Service Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any~~ its General Partner by such General Partner’s Chairman, Vice Chairman, President~~, Chairman~~, Chief Executive Officer, Coco-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President. If a Guarantor is a corporation, its Guarantee shall be executed on behalf of such Guarantor by its Chairman, Vice Chairman, President, Chief ~~Operating~~ Executive Officer, ~~General Counsel,~~ co-Chief ~~Risk~~ Executive Officer, Chief ~~Accounting~~ Financial Officer, ~~Treasurer, Assistant Treasurer,~~ any Managing ~~Directors, Director, Secretary or Assistant Secretary of the Company (~~Director or any ~~sole~~ Vice President and, if a Guarantor is a partnership or ~~managing member of the Company or the ultimate general partner~~a limited liability company, ~~sole or managing member~~ its Guarantee shall be executed on behalf of such ~~member)~~Guarantor by the Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President of its general partner or manager, as applicable. The signature of any of these officers on the Securities or Guarantees may be manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities or the Guarantees. Securities or Guarantees appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company’s General Partner, Guarantors (or the general partner or manager of such Guarantor) or any successor of the Company or any Guarantor, as applicable, shall bind the ~~Company~~Company or the applicable Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the ~~authentication~~ authentication, as applicable, and delivery of such Securities or Guarantees or did not hold such offices at the date of such ~~Securities~~Securities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If ~~the form or terms~~ all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by~~ shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or ~~pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201~~ formula, maturity date, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to TIA Section ~~601,~~ 315(a) through 315(d)) shall be fully protected in relying upon~~, an Opinion of Counsel stating~~:

Appears in 1 contract

Sources: Indenture (Amb Property Lp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any~~ its Chairman, its President, a Vice Chairman, ~~Chief Executive Officer~~any Vice President, ~~Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ its Treasurer or Assistant Treasurer, ~~Managing Directors, Director,~~ under its corporate seal reproduced thereon attested by its Corporate Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Corporate Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The Guarantees shall be executed on behalf of the Guarantor by its Chairman, its President, a Vice Chairman, any Vice President, its Treasurer or Assistant Treasurer, under its corporate seal reproduced thereon and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. The seal of the Company or the Guarantor, as the case may be, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company or of the Guarantor shall bind the ~~Company~~Company or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Minor typographical and other minor errors in the text of any Security or the Guarantee endorsed thereon or minor defects in the seal or facsimile signature on any Security or the Guarantee endorsed thereon shall not affect the validity or enforceability of such Security or such Guaranty if such Security has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company and having endorsed thereon Guarantees executed by the Guarantor to the Trustee for authentication, together with a Company Order of the Company for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities having such Guarantees endorsed thereon. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors, executive committee, or a trust committee of directors or responsible officers of the Trustee shall determine that such action would expose the Trustee to personal liability to existing Holders of Securities. If Each Security and the ~~form~~ applicable Guarantee shall be dated the date of its authentication. No Security or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee Guarantee endorsed thereon shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, ~~and, subject to Section 601,~~ and such certificate upon any Security shall be ~~fully protected~~ conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and that such Security or Guarantee is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in ~~relying upon~~Section 3.10, ~~an Opinion~~ for all purposes of ~~Counsel stating:~~this Indenture such Security and the Guarantee endorsed thereon shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Aetna Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ the Chairman of the Board, the President, ~~Chairman,~~ the Chief Executive Officer, ~~Co-~~the Chief ~~Executive~~ Operating Officer, the Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ the Treasurer or ~~Assistant Secretary~~ any Vice President of the ~~Company (or any sole or managing member of the Company or the ultimate general partner~~Company, ~~sole or managing member of such member)~~and need not be attested. The ~~signature~~ signatures of any of these officers on the Securities may be manual or facsimile. The interest coupons, if any, of Bearer Securities shall bear the facsimile signature of the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any Vice President of the Company, and need not be attested. Securities and interest coupons bearing the manual or facsimile signatures of individuals who were at any time ~~the proper~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to ~~hold such offices~~ be Officers prior to the authentication and delivery of such Securities or ~~did~~ were not ~~hold such offices~~ Officers at the date of such Securities. At any time and from time to ~~time after the execution and delivery of this Indenture~~time, the Company may deliver ~~Securities~~ Securities, together with any interest coupons appertaining thereto, of any series executed by the Company and having endorsed (by attachment or imprint) thereon the Senior Subordinated Guarantees executed as provided in Section 15.6 by the Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities~~Securities with such Senior Subordinated Guarantees endorsed thereon, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities~~Securities with such Senior Subordinated Guarantees endorsed thereon to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of -------- ------- Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities with the Senior Subordinated Guarantees endorsed thereon of ~~the~~ a series have been established by or pursuant to one or more ~~Company~~ Board Resolutions or ~~pursuant to authority granted by~~ one or more ~~Company Resolutions~~ indentures supplemental hereto as permitted by Sections ~~201~~ 2.1 and ~~301~~3.1, in authenticating such ~~Securities,~~ Securities with the Senior Subordinated Guarantees endorsed thereon and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities with the Senior Subordinated Guarantees endorsed thereon, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, , (i) an Opinion of Counsel stating: (1) if the form or forms of such Securities and any interest coupons with Senior Subordinated Guarantees endorsed thereon have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities and any interest coupons with Senior Subordinated Guarantees endorsed thereon have been, or, in the case of Securities of a series with Senior Subordinated Guarantees endorsed thereon offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or, in the case of Securities of a series with Senior Subordinated Guarantees endorsed thereon offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities with Senior Subordinated Guarantees endorsed thereon offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; (3) if the form or terms of such Securities have been established in an indenture supplemental hereto, that such supplemental indenture has been duly authorized, executed and delivered by the Company and the Guarantors and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation enforceable against the Company and the Guarantors in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and (4) that such Securities, together with any interest coupons appertaining thereto, and the Senior Subordinated Guarantees when issued by the Company and the Guarantors and (in the case of the Securities) authenticated and delivered by the Trustee 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, respectively, enforceable against the Company and the Guarantors in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities or Senior Subordinated Guarantees denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and (ii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the knowledge of the signers of such certificate, no Event of Default with respect to such Securities shall have occurred and be continuing. Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the opinion of the Trustee (after consultation with counsel), the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise or if the Trustee determines that such authentication may not lawfully be made. Notwithstanding the provisions of Section 3.1 and of the two preceding paragraphs, if all of the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding paragraphs in connection with the authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities with Senior Subordinated Guarantees endorsed thereon of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities and by the Guarantors of any such Senior Subordinated Guarantees endorsed thereon, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part as Global Securities, then the Company and the Guarantors shall execute and the Trustee shall, in accordance with this Section and the Company Order, with respect to such series, authenticate and deliver one or more Global Securities with Senior Subordinated Guarantees endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered, if a Registered Security, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear the legend set forth in Section 2.5. Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. If requested by the Company, the Trustee shall enter into an agreement with a Depositary governing the respective duties and rights of such Depositary and the Trustee with regard to Global Securities with Senior Subordinated Guarantees endorsed thereon. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified pursuant to Section 3.1. No Security or interest coupon appertaining thereto or Senior Subordinated Guarantees endorsed thereon shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose until such Security has been authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent. Such signature upon any Security with Senior Subordinated Guarantees endorsed thereon shall be conclusive evidence, and only evidence, that such Security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture and that each Senior Subordinated Guarantee endorsed thereon has been duly endorsed thereon and delivered under this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant interest coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Senior Subordinated Indenture (Owens & Minor Inc/Va/)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~the Chairman of the Board, Vice Chairman, ~~Chief Executive Officer, Co-~~Chief Executive Officer, Chief Financial Officer, ~~Chief Operating Officer, General Counsel~~President, Chief ~~Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ Legal Officer or ~~Assistant Secretary~~ any Vice President of the Company ~~(or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~and need not be attested. The signature of any of these officers on the Securities may be ~~manual~~ manual, facsimile or ~~facsimile~~electronic. Signatures by facsimile or electronic transmission shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act. Securities bearing the ~~manual~~ manual, facsimile or ~~facsimile~~ electronic signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and~~in addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 601, ) shall be fully protected in relying upon, an Opinion of Counsel stating:

Appears in 1 contract

Sources: Indenture (CenterState Bank Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be signed on behalf of the Company by an Authorized Officer of the Company. Such signatures may be manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities. Any coupons shall be executed on behalf of the Company by the manual or facsimile signature of any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary such authorized officer of the ~~Company (~~Company. If such Securities are of a Guaranteed Series, the Parent Guarantees to be endorsed on such Securities shall, unless otherwise provided as contemplated by Section 3.01, be executed and delivered in accordance with Article XV. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any ~~sole or managing member of~~ purpose. Such certificate by the Trustee upon any Security executed by the Company or shall be conclusive evidence that the ~~ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile~~Security so authenticated has been duly authenticated and delivered hereunder. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and, if such series is a Guaranteed Series, with a Parent Guarantee endorsed thereon executed by the Guarantor) to the Trustee for authentication~~, together with a Company Order for the authentication and delivery of such Securities, and the~~ . The Trustee ~~in accordance with the Company Order~~ shall thereupon authenticate and deliver such ~~Securities. If~~ Securities to or upon the ~~form or terms~~ written order of the ~~Securities~~ Company, signed by an Authorized Officer of the ~~series have been established~~ Company (accompanied, if such Securities are of a Guaranteed Series, by a written order of the Guarantor, signed by an Authorized Officer of the Guarantor, approving the terms and delivery of the Parent Guarantees to be endorsed on such Securities), or pursuant to ~~one~~ such procedures acceptable to the Trustee and such recipients, without any further action by the Company (or ~~more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301~~the Guarantor); provided, however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States and only if the Company and the Guarantor or their respective agent(s) shall have received from the person entitled to delivery of such Bearer Security a certificate or certificates addressing such matters as may be reasonably requested by the Company, the Guarantor or the Trustee and in a form reasonably satisfactory to the Company and the Trustee. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and, subject to Section 601,~~ and shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, and in addition: (A) the instrument or instruments establishing the form or forms and terms of the Securities of such series (and, if such series is a Guaranteed Series, the Parent Guarantee to be endorsed thereon), as provided in Sections 2.01 and 3.01; (B) an Opinion of Counsel ~~stating~~prepared in accordance with Section 1.02, which shall also state: (i) (1) the forms of such Securities have been duly authorized by the Company, (2) (if such Securities are of a Guaranteed Series) the forms of the Parent Guarantees to be endorsed thereon have been duly authorized by the Guarantor, and (3) the forms of the Securities (and, if such Securities are of a Guaranteed Series, such Parent Guarantees) have been established in conformity with the provisions of this Indenture; (ii) (1) the terms of such Securities have been duly authorized by the Company (and, if such Securities are of a Guaranteed Series, the Guarantor), (2) (if such Securities are of a Guaranteed Series) the terms of the Parent Guarantees to be endorsed thereon have been duly authorized by the Guarantor, and (3) the terms of the Securities (and, if such Securities are of a Guaranteed Series, such Parent Guarantees) have been established in conformity with the provisions of this Indenture; (iii) that the supplemental indenture, if any, establishing such series, when executed and delivered by the Company, the Guarantor and the Trustee, will constitute a valid and legally binding obligation of the Company the Guarantor, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that such Securities (and, if such Securities are of a Guaranteed Series, the Parent Guarantees endorsed thereon), when authenticated and delivered by the Trustee and issued by the Company (and, if such Securities are of a Guaranteed Series, the Guarantor) 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, if such Securities are of a Guaranteed Series, the Guarantor) entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Trustee shall have the right to decline to authenticate and deliver the Securities of such series if the Trustee reasonably determines that such action may not lawfully be taken, would expose the Trustee to personal liability or would add to the obligations and duties of the Trustee hereunder in any material respect. In addition, prior to the authentication upon original issuance of the first Security of a series to be issued, which is denominated in a Foreign Currency or currency unit, the Trustee shall have the right to decline to authenticate and deliver any Securities of such series if the Trustee determines in its reasonable discretion that it would not be able to properly fulfill its obligations hereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. If the Company (and, if such series is a Guaranteed Series, the Guarantor) shall establish, pursuant to or as contemplated by Section 3.01, that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section 3.03, authenticate and deliver (and, if such series is a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon) one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend to substantially the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary.” Each Depositary designated pursuant to or as contemplated by Section 3.01 for a Global Security in registered form to be delivered in the United States must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as of the date specified pursuant to or as contemplated by Section 3.01. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the Company (and, if applicable, of the Guarantor) and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Appears in 1 contract

Sources: Indenture (Lilly Eli & Co)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, one of its Vice Chairmen, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary~~ Secretaries and the Guarantees shall be executed on behalf of the ~~Company (or any sole or managing member~~ Guarantor by its Chairman of the ~~Company~~ Board, one of its Vice Chairmen, its President, its Treasurer or ~~the ultimate general partner, sole~~ one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or ~~managing member~~ one of ~~such member)~~its Assistant Secretaries. The signature of any of these officers on the Securities or the Guarantees, as applicable, may be manual or facsimile. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company or the Guarantor, as applicable, shall bind the ~~Company~~Company or the Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities having endorsed thereon Guarantees or did not hold such offices at the date of such ~~Securities~~Securities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company having endorsed thereon Guarantees executed by the Guarantor to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that a resolution from the Board of Directors of the Company, a resolution from the Board of Directors of the Guarantor, Officers' Certificate or supplemental indenture or indentures with respect to such Securities and Guarantees and a Company Order for the authentication and delivery of such ~~Securities~~Securities and Guarantees endorsed thereon has been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities and Guarantees shall authenticate and deliver such Securities. If Each Security shall be dated the ~~form~~ date of its authentication. No Security or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee Guarantee endorsed thereon shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose, ~~and~~unless there appears on such Security a certificate of authentication substantially in the form provided in the form of Security attached hereto as Exhibit A executed by or on behalf of the Trustee by the manual signature of one of its authorized officers. All Securities outstanding as of _______, ~~subject~~ 199__ shall be deemed to ~~Section 601~~have endorsed thereon a Guarantee in the form of the Guarantee attached hereto as Exhibit B. Such certificate upon any Security shall be conclusive evidence,and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company or the Guarantor, pursuant to Article VIII, shall be ~~fully protected~~ consolidated or merged with or into any other person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any person and the successor person resulting from such consolidation, or surviving such merger, or into which the Company or the Guarantor, as the case may be, shall have been merged, or the successor person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor person, be exchanged for other securities executed in ~~relying upon~~the name of the successor person with such changes in phraseology and form as may be appropriate, ~~an Opinion~~ but otherwise in substance of ~~Counsel stating:~~like tenor as the Securities surrendered for such exchange and of like Principal Amount; and the Trustee, upon Company Order of the successor person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time outstanding held by such Holder for Securities authenticated and delivered in such new name.

Appears in 1 contract

Sources: Supplemental Indenture (Triton Energy Corp)

Appears in 1 contract

Sources: Indenture (American General Finance Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President,~~ its Chairman, the Chief Executive Officer, ~~Co-Chief Executive Officer,~~ the Chief Financial ~~Officer~~Officer or one of its Vice Presidents, ~~Chief Operating Officer~~under its corporate seal reproduced thereon, ~~General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as ~~permitted by Sections 201~~ interest rate, maturity date, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to TIA Section ~~601,~~ 315(a) through 315(d)) shall be fully protected in relying upon, , (a) an Opinion of Counsel stating:, (i) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner that is not acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee believes that it would be unable to perform its duties with respect to such Securities. Each Registered Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Garrison Capital Inc.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, a Vice Chairman, its President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary~~ Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any ~~sole or managing member~~ Assistant Treasurer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the ~~Company~~Company and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel ~~stating~~to the effect that: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and 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 legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantee; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officer’s Certificate and a Guarantor’s Officer’s Certificate, in each case stating that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate and Guarantor’s Officer’s Certificate at the time of issuance of each Security, but such opinion and certificates, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company and the Guarantor that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be. entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Appears in 1 contract

Sources: Indenture (Ace Ina Holdings Inc)

Execution, Authentication, Delivery and Dating. of the Original Indenture shall not apply with respect to the Securities (but shall apply with respect to any other series of Securities (as defined in the Original Indenture)). Instead, this Section 3.04 shall apply with respect to the Securities. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing its chairman of the Board of Directors, ~~Director, Secretary or Assistant Secretary~~ any of its vice chairmen of the ~~Company (~~Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or ~~any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile~~its treasurer. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at any time ~~the~~ a proper ~~Officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $22,699,000. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time ~~after~~ may, without the ~~execution and delivery of this Indenture, the Company may deliver Securities~~ consent of any ~~series executed by the Company to the Trustee for authentication~~Holder, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the issue Additional Securities ~~of the series have been established by or~~ pursuant to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301~~Section 3.12, ~~in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee~~ which Additional Securities shall be entitled to ~~receive~~all of the benefits of this Indenture. Such Additional Securities will be deemed Securities for all purposes hereunder, ~~and~~including, ~~subject~~ without limitation, in determining the necessary Holders who may Act or consent to ~~Section 601,~~ the taking of an Act of the Holders as specified in this Indenture. Each Security shall be ~~fully protected~~ dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in ~~relying upon~~the form provided for herein executed by the Trustee by manual signature, ~~an Opinion of Counsel stating:~~and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: First Supplemental Indenture (Evergreen Solar Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by ~~any President~~its Chairman of the Board, ~~Chairman~~its President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the ~~Company~~ Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the ~~form~~ notation of a beneficial owner's interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the ~~Securities~~ original issuance of ~~the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301,~~ such beneficial owner's interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive, and,~~ receive and (subject to Section ~~601,~~ 7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer or any Guarantor, if applicable; (2) an executed supplemental indenture, if any; and (3) an Opinion of Counsel ~~stating:~~which shall state; (A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Issuer, any Guarantor and the Trustee, will constitute a valid and legally binding obligation of the Issuer and such Guarantor; and (C) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer and any Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer and each such Guarantor, if applicable, 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, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers' Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Willis North America Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, its President, ~~Chairman,~~ its Chief ~~Executive~~ Financial Officer, ~~Co-Chief Executive Officer~~its Controller or a Vice President under its corporate seal, if any, reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the President, Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ Controller or ~~Assistant Secretary~~ Treasurer of the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officer's Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel ~~stating~~to the effect that: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company's corporate seal, if any, and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and 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 legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies and may assume that the laws of the State of New York are identical in all relevant aspects to the substantive laws of the State of Wisconsin; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with in all material respects; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officer's Certificate stating that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.12 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Appears in 1 contract

Sources: Indenture (Mgic Investment Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board of Directors, ~~Chairman~~its principal financial officer, its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President or one of its Vice Presidents, ~~Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ its Treasurer or its Assistant Treasurer, ~~Managing Directors, Director,~~ attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The Guarantee endorsed on any Securities shall be executed on behalf of the Guarantor by its Chairman of the Board of Directors, its principal financial officer, its Chief Executive Officer, its President or one of its Vice Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantee may be manual or facsimile. Securities or the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company or the Guarantors, as applicable, shall bind the ~~Company~~Company or the Guarantors, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed as provided in Section 1502 to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section 601, ) shall be fully protected in conclusively relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating:,

Appears in 1 contract

Sources: Indenture (Express Scripts Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President, Chairman,~~ a Chief Executive Officer, ~~Co-Chief Executive Officer,~~ the Chief Financial Officer, Chief Operating Officer, ~~General Counsel,~~ Chief ~~Risk~~ Compliance Officer~~, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director~~, Secretary or ~~Assistant Secretary~~ one of ~~the Company (~~its Presidents or ~~any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Vice Presidents. The signature of any of these officers on the Securities may be manual or by facsimile, .pdf attachment or other electronically transmitted signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the ~~manual or facsimile~~ signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as ~~permitted by Sections 201~~ interest rate, maturity date, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to TIA Section ~~601,~~ 315(a) through 315(d)) shall be fully protected in relying upon, , (a) an Opinion of Counsel stating:, (i) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that this Indenture and such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form set out in Section 2.02 by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the global Securities and the Trustee as Depositary Custodian. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.

Appears in 1 contract

Sources: Indenture (Sixth Street Specialty Lending, Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be signed on behalf of the Company by an Authorized Officer of the Company. Such signatures may be manual or facsimile signatures of the present or any future such Authorized Officers and may be imprinted or otherwise reproduced on the Securities. Any coupons shall be executed on behalf of the Company by the manual or facsimile signature of any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary such Authorized Officer of the ~~Company (~~Company. If such Securities are of a Guaranteed Series, the Parent Guarantees to be endorsed on such Securities shall, unless otherwise provided as contemplated by Section 3.01, be executed and delivered in accordance with Article XVI. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any ~~sole or managing member of~~ purpose. Such certificate by the Trustee upon any Security executed by the Company or shall be conclusive evidence that the ~~ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile~~Security so authenticated has been duly authenticated and delivered hereunder. Securities bearing the manual or facsimile signatures of individuals who were at any time the ~~proper~~ Authorized Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and, if such series is a Guaranteed Series, with a Parent Guarantee endorsed thereon executed by the Guarantor) to the Trustee for authentication~~, together with a Company Order for the authentication and delivery of such Securities, and the~~ . The Trustee ~~in accordance with the Company Order~~ shall thereupon authenticate and deliver such ~~Securities. If~~ Securities to or upon the ~~form or terms~~ written order of the ~~Securities~~ Company, signed by an Authorized Officer of the ~~series have been established~~ Company (accompanied, if such Securities are of a Guaranteed Series, by a written order of the Guarantor, signed by an Authorized Officer of the Guarantor, approving the terms and delivery of the Parent Guarantees to be endorsed on such Securities), or pursuant to ~~one~~ such procedures acceptable to the Trustee and such recipients, without any further action by the Company (or ~~more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301~~the Guarantor); provided, however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States and only if the Company and the Guarantor or their respective agent(s) shall have received from the Person entitled to delivery of such Bearer Security a certificate or certificates addressing such matters as may be reasonably requested by the Company, the Guarantor or the Trustee and in a form reasonably satisfactory to the Company and the Trustee. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and, subject to Section 601,~~ and shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, and in addition: (A) the instrument or instruments establishing the form or forms and terms of the Securities of such series (and, if such series is a Guaranteed Series, the Parent Guarantee to be endorsed thereon), as provided in Sections 2.01 and 3.01; (B) an Opinion of Counsel ~~stating~~prepared in accordance with Section 1.02, to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate: (i) the forms and terms of such Securities, and if such Securities are of a Guaranteed Series, the forms and terms of the Parent Guarantees to be endorsed thereon, have been established in conformity with Section 2.01 and Section 3.01 of this Indenture; (ii) all conditions precedent set forth in Sections 2.01, 3.01 and 3.03 of this Indenture to the authentication and delivery of such Securities, and if such Securities are of a Guaranteed Series, the Parent Guarantees endorsed thereon, have been complied with; and (iii) such Securities, and, if such Securities are of a Guaranteed Series, the Parent Guarantees endorsed thereon, when authenticated and delivered by the Trustee and issued by the Company and, if such Securities are of a Guaranteed Series, the Guarantor, 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, if such Securities are of a Guaranteed Series, the Guarantor, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the right to decline to authenticate and deliver the Securities of such series if the Trustee reasonably determines that such action may not lawfully be taken, would expose the Trustee to personal liability or would add to the obligations and duties of the Trustee hereunder in any material respect. In addition, prior to the authentication upon original issuance of the first Security of a series to be issued which is denominated in a Foreign Currency or currency unit the Trustee shall have the right to decline to authenticate and deliver any Securities of such series if the Trustee determines in its reasonable discretion that it would not be able to properly fulfill its obligations hereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. If the Company and, if such series is a Guaranteed Series, the Guarantor shall establish, pursuant to or as contemplated by Section 3.01, that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section 3.03, authenticate and deliver (and, if such series is a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon) one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend to substantially the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary.” Each Depositary designated pursuant to or as contemplated by Section 3.01 for a Global Security in registered form to be delivered in the United States must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as of the date specified pursuant to or as contemplated by Section 3.01. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the Company (and, if applicable, of the Guarantor) and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Appears in 1 contract

Sources: Indenture (Baxter International Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary two of its Officers or ~~Assistant Secretary~~ its attorneys in fact in accordance with its bylaws. The Guaranty on the Securities shall be executed on behalf of the ~~Company (~~Guarantor by any two of its Officers or ~~any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~its attorneys in fact in accordance with its bylaws. The signature of any of these Officers or attorneys in fact on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers or attorneys in fact of the Company shall bind the ~~Company~~Company or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile signatures of individuals who were at any time the proper Officers or attorneys in fact of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, 3.3.1 if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 3.3.2 if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; 3.3.3 that such Securities, 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 enforceable in accordance with their terms, 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 3.3.4 that the Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and the general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.8, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Gerdau Trade II Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by ~~any~~ the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, or the President~~, Chairman~~, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary one of the ~~Company (~~Vice Presidents, or ~~any sole or~~ the managing member of the ~~Company~~ Issuer, under the seal of the Issuer (or the ~~ultimate general partner, sole or~~ managing member ~~of such member)~~thereof, if applicable) reproduced thereon. The signature of any of these Persons on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of ~~individuals~~ Persons who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer (or the managing member thereof, if applicable) shall bind the ~~Company~~Issuer, notwithstanding that such ~~individuals~~ Persons or any of them have ceased to hold such offices ~~prior~~ or to be the managing member after the authentication and delivery ~~of such Securities or did not hold such offices at the date~~ of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Issuer to the Trustee for the Securities of such series for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such Securities, which Issuer Order shall set forth the number of separate Securities certificates, the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the registered Holder of each of such Securities and ~~the Trustee~~ delivery instructions, and such Trustee, in accordance with the ~~Company Order~~ Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the ~~form~~ notation of a beneficial owner’s interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution of the ~~series have been established by or pursuant~~ Issuer relating to ~~one or more Company Resolutions or pursuant~~ such Securities shall so permit, such Issuer Order may set forth procedures acceptable to ~~authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating~~ the Trustee for the issuance of such Securities, including, without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and ~~accepting~~ date from which interest, if any, shall accrue. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the ~~additional responsibilities under this Indenture in relation~~ Issuer to deliver the Board Resolution, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or prior to the time of authentication of each Security of such ~~Securities,~~ series if such documents are delivered at or prior to the ~~Trustee~~ authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to ~~receive, and, subject~~ any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee for such Security or on its behalf pursuant to Section ~~601~~614, and such certificate upon any Security shall be ~~fully protected~~ conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the Authenticating Agent for such series then in ~~relying upon~~office, ~~an Opinion~~ any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. Each Depositary designated for a Global Security in registered form must, at the time of ~~Counsel stating:~~its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 303 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Sources: Indenture (Sunstone Hotel Investors, Inc.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any President,~~ its Chairman, ~~Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ its President or one of its Vice Presidents and by its Treasurer, one of its Assistant ~~Treasurer~~Treasurers, ~~Managing Directors~~its Controller, ~~Director,~~ its Secretary or one of its Assistant ~~Secretary~~ Secretaries and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Company (by the Chairman, the President or any ~~sole or managing member~~ Vice President of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company ~~shall~~ or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the ~~Company~~Company and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities~~Securities or Coupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolutions and Officers’ Certificate of the Company or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If The delivery of any Security by the ~~form or terms~~ Trustee, after the authentication thereof hereunder, shall constitute due delivery of the ~~Securities~~ Guarantee on behalf of the ~~series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in~~ Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel ~~stating~~to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Appears in 1 contract

Sources: Indenture (ABB Finance (USA) Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-~~its President, its Chief ~~Executive~~ Administrative Officer, its Chief Financial ~~Officer~~Officer or one of its Vice Presidents, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of ~~any~~ either series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided by this Indenture. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect thereto, the Company may deliver Exchange Securities of a series of Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities and a like principal amount of Original Securities of such series of Securities for cancellation in accordance with Section 3.09 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating any such Exchange Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that such Exchange Securities have been duly and validly issued in accordance with the terms of this Indenture, and are entitled to all the rights and benefits set forth herein; and (b) that the issuance of the Exchange Securities in exchange for the Original Securities has been effected in compliance with the Securities Act. ================================================================================ Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Gap Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by ~~any President~~its Chairman of the Board, ~~Chairman~~its President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the ~~Company~~ Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the ~~form~~ notation of a beneficial owner’s interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the ~~Securities~~ original issuance of ~~the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301,~~ such beneficial owner’s interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive, and,~~ receive and (subject to Section ~~601,~~ 7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer, if applicable; (2) an executed supplemental indenture, if any; and (3) an Opinion of Counsel ~~stating~~which shall state: (A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Issuer, any Guarantor and the Trustee, will constitute a valid and legally binding obligation of the Issuer and such Guarantor; and (C) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer and any Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer and each such Guarantor, if applicable, 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, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Willis Netherlands Holdings B.V.)

Execution, Authentication, Delivery and Dating. (a) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes in an aggregate principal amount (including all then Outstanding Senior Notes) not in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000) executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Notes. In authenticating such Senior Notes, and accepting the additional responsibilities under this Indenture in relation to such Senior Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon: (i) a copy of any Board Resolution relating thereto; and (ii) an Opinion of Counsel stating that: (1) such Senior 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, and the Indenture constitutes, valid and legally binding obligations of the Company, each enforceable in accordance with its terms, 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; (2) the Senior Notes have been duly authorized and executed by the Company and have been delivered to the Trustee for authentication in accordance with this Indenture; (3) the Senior Notes are not required to be registered under the Securities Act; and (4) the Indenture is not required to be qualified under the Trust Indenture Act. (b) The ~~Securities~~ Senior Notes shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its Vice Chairman of the Board, its Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary its President or ~~Assistant Secretary~~ one of ~~the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~its Vice Presidents. The signature of any of these officers on the ~~Securities~~ Senior Notes may be manual or facsimile. ~~Securities~~ Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such ~~Securities~~ Senior Notes or did not hold such offices at the date of such ~~Securities. At~~ Senior Notes. (c) No Senior Note shall be entitled to any ~~time and from time to time after~~ benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Senior Note a certificate of authentication substantially in the ~~execution and delivery of this Indenture, the Company may deliver Securities of any series~~ form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall have delivered such Senior Note to the Trustee for ~~authentication~~cancellation as provided in Section 3.8, ~~together with a Company Order~~ for ~~the authentication and delivery~~ all purposes of this Indenture such ~~Securities, and the Trustee in accordance with the Company Order~~ Senior Note shall ~~authenticate and deliver such Securities. If the form or terms of the Securities of the series~~ be deemed never to have been ~~established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201~~ authenticated and ~~301, in authenticating such Securities,~~ delivered hereunder and ~~accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee~~ shall never be entitled to ~~receive, and, subject to Section 601,~~ the benefits of this Indenture. (d) Each Senior Note shall be ~~fully protected in relying upon, an Opinion~~ dated the date of ~~Counsel stating:~~its authentication.

Appears in 1 contract

Sources: Indenture (Anthracite Capital Inc)

Appears in 1 contract

Sources: Indenture (Terra Property Trust, Inc.)

Execution, Authentication, Delivery and Dating. The ----------------------------------------------- Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, ~~together~~ which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following: (a) a Company Order requesting the Trustee's authentication and delivery of all or a portion of the Securities of such series, and if less than all, setting forth procedures for such authentication; (b) the Board Resolution by or pursuant to which such form of Security has been approved, and the Board Resolution, if any, by or pursuant to which the terms of the Securities of such series have been approved, and, if pursuant to a Board Resolution, an Officers' Certificate describing the action taken; (c) an Officers' Certificate dated the date such certificate is delivered to the Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such ~~Securities~~form and with such terms have been complied with; and (d) an Opinion of Counsel or Opinions of Counsel substantially to the effect that (i) the form of such Securities has been duly authorized and approved in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been duly authorized and determined in conformity with the provisions of this Indenture, or, if such terms are to be determined pursuant to Procedures, as defined above, when so determined such terms shall have been duly authorized and determined in conformity with the provisions of this Indenture; and (iii) Securities in such form when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and made available for delivery by the Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and sold in the manner specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company ~~Order~~ entitled to the benefits of this Indenture, subject to bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and except as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and subject to such other qualifications as such counsel shall ~~authenticate and deliver~~ conclude do not materially affect the rights of Holders of such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the The Trustee shall be entitled to ~~receive, and, subject~~ receive the documents referred to ~~Section 601,~~ in clauses (b) and (d) above only at or prior to the first request of the Company to the Trustee to authenticate Securities of such series. Each Security shall be ~~fully protected~~ dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture, or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in ~~relying upon~~the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, ~~an Opinion of Counsel stating:~~and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and made available for delivery hereunder.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Central Fidelity Capital Trust I)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (Officer or any ~~sole or managing member~~ of ~~the Company or the ultimate general partner, sole or managing member of such member)~~its Vice Presidents and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile, including portable document format (pdf). Any notation of Securities Guarantee endorsed on the Securities shall be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any notation of the Securities Guarantee may be manual or facsimile, including portable document format (pdf). Securities and any notation of a Securities Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company or a Guarantor, as the case may be, shall bind the ~~Company~~Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of written instructions from the Company) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the ~~form~~ forms or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by ~~Sections 201~~ Section 2.1 and ~~301~~Section 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be fully protected in relying on such Board Resolution and shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Officer’s Certificate pursuant to Section 3.1 and complying with Section 1.3 and an Opinion of Counsel complying with Section 1.3 stating: (a) if the form or forms of such Securities has been established in or pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and, if applicable, the Securities Guarantees thereof will constitute valid and legally binding obligations of the Guarantors, enforceable in accordance with their respective terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and (iii) such other usual and customary matters as shall be specified in such Opinion of Counsel. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security nor any related Securities Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Sun Communities Inc)

Execution, Authentication, Delivery and Dating. (a) The Debt Securities shall be executed on behalf of the Company by an Authorized Officer. Such signature may be in the form of manual signature or facsimile signature of any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary Authorized Officer and may be imprinted or ~~Assistant Secretary of~~ otherwise reproduced on the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Debt Securities. The ~~signature on~~ Company may adopt and use the ~~Securities may be manual or facsimile. Securities bearing the manual~~ signatures or facsimile signatures of ~~individuals~~ the persons who ~~were at any time the proper Officers~~ shall be authorized signatories of the Company at the time of execution of the Debt Securities, irrespective of the date as of which the same shall ~~bind~~ be executed, or of any person who shall have been an Authorized Officer of the Company, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such ~~individuals or any of them~~ person shall have ceased to ~~hold such offices prior to~~ be an Authorized Officer as the ~~authentication and delivery of such Securities or did not hold such offices at the date of such Securities.~~ case may be. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver one or more Debt Securities of any series executed by the Company to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee or the Authenticating Agent in accordance with the Company Order shall authenticate and deliver such Debt Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the The Trustee shall be entitled to receive, ~~and~~prior to the authentication and delivery of the first Debt Securities of any series, ~~subject~~ the supplemental indenture or the Board Resolution by or pursuant to ~~Section 601~~which the terms and form of such Debt Securities have been approved and an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Debt Securities have been complied with and as to the absence of any event that is, ~~shall be fully protected in relying upon~~or after notice or lapse of time or both would become, an Event of Default, and an Opinion of Counsel ~~stating~~stating that: (1) all instruments furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms of such Debt Securities have been established in conformity with the provisions of this Indenture; (3) in the event that the forms or terms of such Debt Securities have been established in a supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities have been duly executed by the Company, and, assuming due authentication by the Trustee and delivery by the Company, are valid and binding obligations enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. If all of the Debt Securities of a series are not to be originally issued at the same time, then the Opinion of Counsel, Officers’ Certificate or other documents required to be delivered pursuant to this Section 3.03(b) need be delivered only once, prior to the authentication and delivery of the first Debt Security of such series; provided, however, that any subsequent written request by the Company to the Trustee to authenticate Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Officers’ Certificate delivered pursuant to this Section 3.03(b) shall be true and correct as if made on such date. (c) Unless the Company specifies pursuant to Section 3.01 that the Debt Securities of a series will be made available in definitive form, such Debt Securities shall be issued in the form of one or more Global Securities in permanent form, and the Company shall execute and upon receipt of a Company Order, the Trustee or the Authenticating Agent shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount (or, in the case of any Principal Indexed Security, face amount) of the Outstanding Debt Securities of such series to be represented by one or more Global Securities and (ii) if in registered form, shall be registered in the name of the Depositary for such Global Security or Debt Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or the common depositary for such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the effect that, unless and until it is exchanged in whole or in part for the individual Debt Securities represented thereby, the Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary, except in the limited circumstances described in the Indenture. (d) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be either a clearing agency registered under the Exchange Act and any other applicable statute or regulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Exchange Act including, without limitation, Euroclear Bank SA/NV and Clearstream Banking, S.A. (e) The Trustee shall have the right to decline to authenticate and deliver any Debt Security under this Section if the Trustee, upon the advice of counsel, determines that such action may not lawfully be taken or if the Trustee, by a committee of Responsible Officers, shall determine in good faith that the authentication and delivery of such Debt Security would be unjustly prejudicial to Holders of Outstanding Debt Securities (it being understood that the Trustee shall have no duty to ascertain whether or not the authentication and delivery of such Debt Security is unduly prejudicial to any such Holder). (f) Each Debt Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Debt Securities of any series. (g) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of one of its authorized signatories, and such certificate of authentication upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. (h) The words “execution,” “executed,” “signed,” “signature,” and words of like import in this Indenture, the Debt Securities or in any other certificate, agreement or document related to this Indenture or the offering and sale of the Debt Securities shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Each party agrees that this Indenture, the Debt Securities and any other documents to be delivered in connection herewith may be electronically or digitally signed using DocuSign (or any other electronic process or digital signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Indenture, the Debt Securities or such other documents are the same as manual signatures for the purposes of validity, enforceability and admissibility. The Company agrees to assume all risks arising out of the use of electronic or digital signatures and electronic methods to submit any communications to Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Appears in 1 contract

Sources: Subordinated Indenture (Marex Group PLC)

Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly, made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Securities shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-~~its President or one of its Vice Presidents or its Chief Financial Officer and attested by its Chief Executive Officer, ~~Chief Financial Officer~~any of its Senior Vice Presidents, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities~~Securities as in this Indenture provided and not otherwise. If The Trustee shall authenticate (i) Initial Securities for original issue in the ~~form or terms of the Securities of the series have been established by or pursuant~~ aggregate principal amount not to exceed $250,000,000 in one or more series, (ii) Private Exchange Securities from time to time only in exchange for a like principal amount of Initial Securities and (iii) Unrestricted Securities from time to time only (x) in exchange for a like principal amount of Initial Securities or (y) in an aggregate principal amount of not more than $250,000,000 over the sum of the aggregate principal amount of (A) Initial Securities then outstanding, (B) Private Exchange Securities then outstanding and (C) Unrestricted Securities issued in accordance with (iii)(x) above. Each Company ~~Resolutions~~ Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated, whether the Securities are to be Initial Securities, Private Exchange Securities or Unrestricted Securities and such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to ~~authority granted~~ clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by ~~one~~ an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Private Exchange Securities or ~~more Company Resolutions as permitted by Sections 201 and 301, in authenticating such~~ the Unrestricted Securities, ~~and accepting~~ as the ~~additional responsibilities under~~ case may be, does not give rise to an Event of Default, complies with this Indenture ~~in relation to such Securities,~~ and has been duly authorized by the ~~Trustee~~ Company. Each Security shall be dated the date of its authentication. No Security shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, ~~and, subject to Section 601,~~ and such certificate upon any Security shall be ~~fully protected in relying upon~~conclusive evidence, ~~an Opinion of Counsel stating:~~and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Miller Mechanical Contractors Inc)

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by ~~any~~ its Chairman, a Vice Chairman, its President, ~~Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ one of its Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal (which may be a facsimile thereof) reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature ~~on the Securities~~ of any of these officers may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities. If all the ~~form or terms of the~~ Debt Securities of ~~the~~ any one series ~~have been established by~~ are not to be issued at one time and if a Board Resolution or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation supplemental indenture relating to such ~~Securities~~series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. The Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel ~~stating~~substantially to the effect that: (1) the authentication order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms of such Debt Securities are consistent with the provisions of this Indenture; (3) in the event that the forms or terms of such Debt Securities have been established in a supplemental indenture, the execution and delivery of such supplemental indenture has been duly authorized by all necessary corporate action of the Company, such supplemental indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities have been duly executed by the Company and, assuming due authentication by the Trustee and delivery by the Company, are valid and binding obligations enforceable against the Company in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and (5) the amount of Debt Securities Outstanding of such series, together with the amount of such Debt Securities, does not exceed any limit established under the terms of this Indenture on the amount of Debt Securities of such series that may be authenticated and delivered. The Trustee shall not be required to authenticate such Debt Securities if the issuance of such Debt Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.8 together with a written statement (which need not comply with Section 1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Reinsurance Group of America Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President, ~~Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ any one of its Vice Presidents or its Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be ~~entitled to receive~~provided with, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the form and terms of such Securities have been established in conformity with the provision of this Indenture; and (b) that all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, 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, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. provided, however, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. If the Company shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.14 executed by or on behalf of the Trustee by the manual signature of one of its authorized signatories, and such signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Yum Brands Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by ~~any President~~its Chairman of the Board, ~~Chairman~~its President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the ~~Company~~ Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the ~~form~~ notation of a beneficial owner’s interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the ~~Securities~~ original issuance of ~~the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301,~~ such beneficial owner’s interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive, and,~~ receive and (subject to Section ~~601,~~ 7.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer or any Guarantor, if applicable; (2) an executed supplemental indenture, if any; and (3) an Opinion of Counsel ~~stating~~which shall state: (A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Issuer, any Guarantor and the Trustee, will constitute a valid and legally binding obligation of the Issuer and such Guarantor; and (C) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer and any Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer and each such Guarantor, if applicable, 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, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinions of Counsel otherwise require pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series, if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Willis Netherlands Holdings B.V.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ the Chairman of the Board, the President, ~~Chairman,~~ the Chief Executive Officer, ~~Co-~~the Chief ~~Executive~~ Operating Officer, the Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary~~ the Treasurer or ~~Assistant Secretary~~ any Vice President of the ~~Company (or any sole or managing member of the Company or the ultimate general partner~~Company, ~~sole or managing member of such member)~~and need not be attested. The ~~signature~~ signatures of any of these officers on the Securities may be manual or facsimile. The interest coupons, if any, of Bearer Securities shall bear the facsimile signature of the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any Vice President of the Company, and need not be attested. -32- 42 Securities and interest coupons bearing the manual or facsimile signatures of individuals who were at any time ~~the proper~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to ~~hold such offices~~ be Officers prior to the authentication and delivery of such Securities or ~~did~~ were not ~~hold such offices~~ Officers at the date of such Securities. At any time and from time to ~~time after the execution and delivery of this Indenture~~time, the Company may deliver ~~Securities~~ Securities, together with any interest coupons appertaining thereto, of any series executed by the Company and having endorsed (by attachment or imprint) thereon the Senior Guarantees executed as provided in Section 16.2 by the Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities~~Securities with such Senior Guarantees endorsed thereon, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities~~Securities with such Senior Guarantees endorsed thereon to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities with the Senior Guarantees endorsed thereon of ~~the~~ a series have been established by or pursuant to one or more ~~Company~~ Board Resolutions or ~~pursuant to authority granted by~~ one or more ~~Company Resolutions~~ indentures supplemental hereto as permitted by Sections ~~201~~ 2.1 and ~~301~~3.1, in authenticating such ~~Securities,~~ Securities with the Senior Guarantees endorsed thereon and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities with the Senior Guarantees endorsed thereon, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ section 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, , (i) an Opinion of Counsel stating: (1) if the form or forms of such Securities and any interest coupons with Senior Guarantees endorsed thereon have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities and any interest coupons with Senior Guarantees endorsed thereon have been, or, in the case of Securities of a series with Senior Guarantees endorsed thereon offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that -33- 43 such terms have been, or, in the case of Securities of a series with Senior Guarantees endorsed thereon offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities with Senior Guarantees endorsed thereon offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; (3) if the form or terms of such Securities have been established in an indenture supplemental hereto, that such supplemental indenture has been duly authorized, executed and delivered by the Company and the Guarantors and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation enforceable against the Company and the Guarantors in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and (4) that such Securities, together with any interest coupons appertaining thereto, and the Senior Guarantees when issued by the Company and the Guarantors and (in the case of the Securities) authenticated and delivered by the Trustee 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, respectively, enforceable against the Company and the Guarantors in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities or Senior Guarantees denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and (ii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the knowledge of the signers of such certificate, no Event of Default with respect to such Securities shall have occurred and be continuing. -34- 44 Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the opinion of the Trustee (after consultation with counsel), the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise or if the Trustee determines that such authentication may not lawfully be made. Notwithstanding the provisions of Section 3.1 and of the two preceding paragraphs, if all of the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding paragraphs in connection with the authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities with Senior Guarantees endorsed thereon of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities and by the Guarantors of any such Senior Guarantees endorsed thereon, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part as Global Securities, then the Company and the Guarantors shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities with Senior Guarantees endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered, if a Registered Security, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear the legend set forth in Section 2.5. Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. If requested by the Company, the Trustee shall enter into an agreement with a Depositary governing the respective duties and rights of such Depositary and the Trustee with regard to Global Securities with Senior Guarantees endorsed thereon. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified pursuant to Section 3.1. No Security or interest coupon appertaining thereto or Senior Guarantees endorsed thereon shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose until such Security has been authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent. Such signature upon any Security with Senior Guarantees endorsed thereon shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture and that each Senior Guarantee endorsed thereon has been duly endorsed thereon and delivered under this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant interest coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Senior Indenture (Allied Waste Industries Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Vice President or a Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary~~ Secretaries. Coupons shall be executed on behalf of the Company (by the Treasurer or any ~~sole or managing member~~ Assistant Treasurer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and ~~deliver~~ make available for delivery such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ the provisions of Article VI) shall be fully protected in relying upon, , (1) an Opinion of Counsel ~~stating~~to the effect that: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and made available for delivery by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantees; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; and (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (2) an Officers’ Certificate and a Guarantor’s Officers’ Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company that the Trustee authenticate and make available for delivery Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.13 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and made available for delivery hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and make available for delivery any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Appears in 1 contract

Sources: Indenture (Cox Radio Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any President,~~ its Chairman, ~~Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ its President or one of its Vice Presidents and by its Treasurer, one of its Assistant ~~Treasurer~~Treasurers, ~~Managing Directors, Director,~~ its Secretary or one of its Assistant ~~Secretary~~ Secretaries and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. Coupons shall be executed on behalf of the Company (by the Chairman, the President or any ~~sole or managing member~~ Vice President of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The notation of the Guarantee endorsed on any Securities shall be executed on behalf of the Guarantor by its Chairman, its President, any of its Vice Presidents or by its Treasurer. The signature of any of these officers on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company ~~shall~~ or the Guarantor shall, to the fullest extent permitted by law, bind the ~~Company~~Company and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities~~Securities or Coupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers’ Certificate of the Company or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel ~~stating~~to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Appears in 1 contract

Sources: Indenture (Maiden Holdings North America, Ltd.)

Appears in 1 contract

Sources: Indenture (American Residential Services Inc)

Execution, Authentication, Delivery and Dating. The Debt Securities and the Coupons, if any, of any series shall be executed on behalf of the Company by ~~any~~ its President, ~~Chairman, Chief~~ one of its Executive ~~Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ or Senior Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature ~~on the Securities~~ of any of these officers may be manual or facsimile. Debt Securities and Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities and Coupons or did not hold such offices at the date of such ~~Securities~~Debt Securities and Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, with appropriate Coupons, if any, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and Coupons and the Trustee in accordance with the Company Order shall authenticate and deliver such ~~Securities~~Debt Securities and Coupons; PROVIDED, HOWEVER, that, in connection with its sale during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED, FURTHER, that a Bearer Security (other than a temporary Global Note in bearer form) may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished to the Euro-clear operator or to CEDEL a certificate substantially in the form set forth in Exhibit C to this Indenture. If all the ~~form or terms of the~~ Debt Securities of any one series are not to be issued at one time and if a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the ~~series have been established~~ Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or ~~pursuant~~ upon exchange of a portion of a temporary Global Note shall be deemed to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. Except as permitted by ~~Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities~~Section 3.06 or 3.07, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons for interest then matured have been detached and cancelled. The Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities and Coupons of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities and Coupons have been approved, (ii) an Officers' Certificate stating that all conditions precedent provided for in the Indenture have been complied with and that, to the best knowledge of the signers of such certificates, no Event of Default with respect to any of the Debt Securities shall have occurred and be continuing and (iii) an Opinion of Counsel ~~stating~~substantially to the effect that: (1) the forms and terms of such Debt Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (2) such Debt Securities and Coupons, if any, when completed by appropriate insertions and executed and delivered by the Company to the Trustee in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Debt Securities and Coupons if the issuance of such Debt Securities and Coupons pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. Each Bearer Security (including any temporary or permanent or other definitive Bearer Security in global form) shall be dated as of the date of original issuance of the first Debt Security of such series to be issued, except as otherwise provided pursuant to Section 3.01 with respect to the Bearer Securities of any series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Hilton Hotels Corp)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any President, Chairman, Chief Executive~~ an Authorized Officer and attested by a different Authorized Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary . Coupons shall be executed on behalf of the Company (by the Chief Financial Officer or ~~any sole or managing member~~ Chief Accounting Officer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in, and may conclusively rely upon, (1) an Opinion or Opinions of Counsel to the effect that: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in ~~relying upon~~conformity with the provisions of this Indenture; (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions and 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 legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (d) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officers' Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel ~~stating:~~and an Officers' Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities, nor will it be liable for its refusal to authenticate or cause an Authenticating Agent to authenticate any Securities, if the issue of such Securities will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to the related Series Authorization. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or Section 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or Section 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Partnerre LTD)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by the President (signing alone or with another officer), or by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary two officers in accordance with its Bylaws. The President may execute a power of attorney and empower others to execute such Security on its behalf. The Guaranty on the Securities shall be endorsed on behalf of the ~~Company~~ Guarantor by the President (signing alone or with another officer), or by any ~~sole or managing member~~ two officers in accordance with its Bylaws. The President may execute a power of ~~the Company or the ultimate general partner, sole or managing member of~~ attorney and empower others to endorse such ~~member)~~Guaranty on its behalf. The signature of any of these officers on the Securities or the Guaranty may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and properly endorsed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.1 and ~~301~~3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, 3.3.1 if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 3.3.2 if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; 3.3.3 that such Securities, 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 enforceable in accordance with their terms, 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 3.3.4 that the Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute a valid and legally binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication except as otherwise provided pursuant to Section 3.1 with respect to the Securities of such series. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.8, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Brazilian Telecommunication CO Embratel)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by ~~any President~~(i) the Chairman of the Board, ~~Chairman,~~ the Chief Executive Officer, ~~Co-Chief Executive Officer~~the President, a Vice President, the Chief Financial Officer, ~~Chief Operating Officer,~~ or the General ~~Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary~~ Counsel of the ~~Company~~ Issuer, and (ii) the Secretary, an Assistant Secretary, the Treasurer or ~~any sole or managing member~~ an Assistant Treasurer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Issuer. The signature of any of these officers on the Securities may be ~~manual~~ manual, or ~~facsimile~~facsimile or by other electronic means. Securities bearing the ~~manual~~ manual, facsimile or ~~facsimile~~ other electronic signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer shall bind ~~the Company,~~ such Person notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities of any series executed by the ~~Company~~ Issuer to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the ~~Company~~ Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the ~~form~~ notation of a beneficial owner’s interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the ~~Securities~~ original issuance of ~~the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301,~~ such beneficial owner’s interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to ~~receive, and,~~ receive and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying ~~upon~~upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) the executed Officers’ Certificate, Board Resolution, or supplemental indenture, as applicable; and (2) an Opinion of Counsel ~~stating~~which shall state: (A) the form or forms and terms of such Securities, if any, have been established in conformity with the provisions of this Indenture; and (B) all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions (if applicable), executed by duly authorized officers of the Issuer, delivered by duly authorized officers of the Issuer to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding Obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate, Board Resolution, or supplemental indenture, as applicable, otherwise required pursuant to Section 3.01 or the Officers’ Certificate, Board Resolution, or supplemental indenture, as applicable, and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual, electronic or facsimile signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee may appoint an Authenticating Agent acceptable to the Issuer to authenticate Securities. An Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

Appears in 1 contract

Sources: Indenture (Arthur J. Gallagher & Co.)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ the Chairman of the Board, the President, ~~Chairman,~~ the Chief Executive Officer, ~~Co-~~the Chief ~~Executive~~ Operating Officer, the Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ the Treasurer, ~~Assistant Treasurer, Managing Directors, Director, Secretary~~ or ~~Assistant Secretary~~ any Vice President of the ~~Company (or any sole or managing member of the Company or the ultimate general partner~~Company, ~~sole or managing member of such member)~~and need not be attested. The ~~signature~~ signatures of any of these officers on the Securities may be manual or facsimile. The interest coupons, if any, of Bearer Securities shall bear the facsimile signature of the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, or any Vice President of the Company, and need not be attested. Securities and interest coupons bearing the manual or facsimile signatures of individuals who were at any time ~~the proper~~ Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to ~~hold such offices~~ be Officers prior to the authentication and delivery of such Securities or ~~did~~ were not ~~hold such offices~~ Officers at the date of such Securities. At any time and from time to ~~time after the execution and delivery of this Indenture~~time, the Company may deliver ~~Securities~~ Securities, together with any interest coupons appertaining thereto, of any series executed by the Company and having endorsed (by attachment or imprint) thereon the Subordinated Guarantees executed as provided in Section 16.2 by the Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities~~Securities with such Subordinated Guarantees endorsed thereon, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities~~Securities with such Subordinated Guarantees endorsed thereon to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities with the Subordinated Guarantees endorsed thereon of ~~the~~ a series have been established by or pursuant to one or more ~~Company~~ Board Resolutions or ~~pursuant to authority granted by~~ one or more ~~Company Resolutions~~ indentures supplemental hereto as permitted by Sections ~~201~~ 2.1 -33- 42 and ~~301~~3.1, in authenticating such ~~Securities,~~ Securities with Subordinated Guarantees endorsed thereon and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities with Subordinated Guarantees endorsed thereon, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ section 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, , (i) an Opinion of Counsel stating: (1) if the form or forms of such Securities and any interest coupons with Subordinated Guarantees endorsed thereon have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities and any interest coupons have been, or, in the case of Securities of a series with Subordinated Guarantees endorsed thereon offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or, in the case of Securities of a series with Subordinated Guarantees endorsed thereon offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities with Subordinated Guarantees endorsed thereon offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; (3) if the form or terms of such Securities have been established in an indenture supplemental hereto, that such supplemental indenture has been duly authorized, executed and delivered by the Company and the Guarantors and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding obligation enforceable against the Company and the Guarantors in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and (4) that such Securities, together with any interest coupons appertaining thereto, and the Subordinated Guarantees when issued by the Company and the Guarantors and (in the case of the Securities) authenticated and delivered by the Trustee 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, respectively, enforceable against the Company and the Guarantors in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability -34- 43 relating to or affecting the enforcement of creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities or Subordinated Guarantees denominated other than in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and (ii) such other reasonable exceptions as may be specified in such Opinion of Counsel; and (ii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the knowledge of the signers of such certificate, no Event of Default with respect to such Securities shall have occurred and be continuing. Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the opinion of the Trustee (after consultation with counsel), the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise or if the Trustee determines that such authentication may not lawfully be made. Notwithstanding the provisions of Section 3.1 and of the two preceding paragraphs, if all of the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding paragraphs in connection with the authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities with Subordinated Guarantees endorsed thereon of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities and by the Guarantors of any such Subordinated Guarantees endorsed thereon, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part as Global Securities then the Company and Each Depositary designated pursuant to Section 3.1 for a Registered Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. If requested by the Company, the Trustee shall enter into an agreement with a Depositary governing the respective duties and rights of such Depositary and the Trustee with regard to Global Securities with Subordinated Guarantees endorsed thereon. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified pursuant to Section 3.1. No Security or interest coupon appertaining thereto or Subordinated Guarantee endorsed thereon shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose until such Security has been authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent. Such signature upon any Security with Subordinated Guarantees endorsed thereon shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture and that each Subordinated Guarantee endorsed thereon has been duly endorsed thereon and delivered under this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant interest coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Subordinated Indenture (Allied Waste Industries Inc)

Appears in 1 contract

Sources: Indenture (Marsh & McLennan Companies Inc)

Appears in 1 contract

Sources: Indenture (Nova Chemicals Corp /New)

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by ~~any~~ its President~~, Chairman~~, Chief Executive Officer, ~~Co-~~Chief ~~Executive Officer,~~ Operating Officer and Chief Financial ~~Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant~~ Officer together with the Corporate Secretary of the ~~Company (~~Company. If two or more persons share such office any ~~sole or managing member of the Company or the ultimate general partner, sole or managing member~~ one of such ~~member)~~persons may. The signature of any of these officers on the Securities or coupons may be the manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such ~~Securities~~Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the ~~form~~ notation of a beneficial owner's interest therein upon original issuance of such Security or ~~terms~~ upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as ~~permitted by Sections 201~~ interest rate, stated maturity, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Trust Indenture Legislation and TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that the form or forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; (2) that the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; (3) that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; (4) that all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indentures, if any, by the Trustee will not violate the terms of the Indenture; (5) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; and (6) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company is bound. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. No Security or coupon shall entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Uranium Energy Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President, Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President, its Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer,~~ its Chief Accounting Officer, ~~Treasurer, Assistant Treasurer,~~ one of its Managing Directors, ~~Director~~one of its Directors or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the ~~Company~~Company and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. ~~At any time and from time to time after~~ On the ~~execution and delivery of this Indenture~~Issue Date, the ~~Company may deliver Securities~~ Trustee shall, upon receipt of ~~any series executed by the Company to the Trustee for authentication, together with~~ a Company ~~Order for the authentication and delivery of such Securities~~Order, ~~and the Trustee in accordance with the Company Order shall~~ authenticate and deliver ~~such~~ the Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section 601, ) shall be fully protected in relying upon, an Opinion of Counsel ~~stating:~~stating that such Securities 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 enforceable in accordance with their terms, 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. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or the Guarantee or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture and the Guarantee.

Appears in 1 contract

Sources: Indenture (Cme Group Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President,~~ its Chairman, ~~Chief Executive Officer~~its President or one of its Vice Presidents, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal affixed thereto or reproduced thereon (which may be by facsimile) and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities~~Securities as provided in this Indenture. ~~If the form or terms~~ Prior to authentication and delivery of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and, subject to Section 601,~~ and shall be fully protected in relying upon: (i) Board Resolutions of the Company authorizing the terms of issuance of any series of Securities; (ii) an executed supplemental Indenture, if any; (iii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture have been complied with; and (iv) an Opinion of Counsel stating: (1) that the form of such Securities has been established in conformity with the provisions of this Indenture; and (2) that the Company has the corporate power to issue such Securities, and such Securities have been duly authorized, executed and delivered by the Company and, assuming due authentication and delivery by the Trustee, constitute valid and legally binding obligations of the Company enforceable in accordance with their terms (subject to bankruptcy, reorganization, insolvency and other laws and legal principles affecting creditors' rights and to general principles of equity), and entitled to the benefits of this Indenture. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, pursuant to and in compliance with Article VII, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Properties substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VII, any of the Securities of any series authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities of the series executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities of any series shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders of such series but without expense to them, shall provide for the exchange of all Securities of the series at the time Outstanding for Securities of the series authenticated and delivered in such new name.

Appears in 1 contract

Sources: Indenture (Xto Energy Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or the Treasurer or any ~~President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ Assistant Treasurer, ~~Managing Directors, Director,~~ attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this ~~Indenture~~Indenture (and subject to delivery of the Board Resolution or Officers' Certificate or supplemental indenture as set forth in Section 2.3 with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series together with any coupons appertaining thereto, executed by the Company to the Trustee or its authenticating agent with respect to Bearer Securities for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee or its authenticating agent with respect to Bearer Securities in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee or its authenticating agent with respect to Bearer 29 21 Securities prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate Principal Amount not exceeding the aggregate Principal Amount established for such series, pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the rate or rates of interest, if any, the Stated Maturity or Maturities, the original issue date or dates, the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company, or the Company's duly authorized agent or agents designated in an Officers' Certificate, which oral instructions shall be promptly confirmed in writing; and provided, further, that, during the restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations, no Bearer Security or coupon shall be mailed or otherwise delivered to any person who is not a United States Alien or to any location in the United States. Except as permitted by Section 2.9, the authenticating agent shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. If the ~~form~~ forms or terms of the Securities of the series and any related coupons have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ Officers' Certificates as permitted by Sections ~~201~~ 2.1 and ~~301~~2.3(a), in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating: 30 22 (a) that the form and terms of such Securities and any coupons have been duly authorized by the Company and established in conformity with the provisions of this Indenture; (b) that such Securities, together with any coupons appertaining thereto, when authenticated and delivered by the Trustee or its authenticating agent 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, enforceable in accordance with their terms, subject to customary exceptions; and (c) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with, provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series (provided, that such Opinion of Counsel covers all Securities of such series) and that the Opinion of Counsel above may state:

Appears in 1 contract

Sources: Indenture (Dun & Bradstreet Corp/Nw)

Execution, Authentication, Delivery and Dating. ~~The~~ An Officer of the Issuer shall execute the Securities by manual, facsimile or Adobe .pdf signature in the name and on behalf of the Issuer. Any notation of Guarantee on the Securities shall be executed on behalf of the ~~Company~~ applicable Subsidiary Guarantor by ~~any President~~an Officer by manual, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary facsimile or ~~Assistant Secretary of~~ Adobe .pdf signature in the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member~~ name and on behalf of such ~~member). The signature on the Securities may be manual or facsimile~~Subsidiary Guarantor. Securities and any notation of Guarantee bearing the ~~manual~~ manual, facsimile, or ~~facsimile~~ Adobe .pdf signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer or a Subsidiary Guarantor, as the case may be, shall bind the ~~Company~~Issuer or such Subsidiary Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. A Security shall not be valid until authenticated by the manual, facsimile or Adobe .pdf signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Securities ~~of any series~~ executed by the ~~Company~~ Issuer to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities. If~~ Securities upon the ~~form~~ Trustee’s receipt of the following (upon which the Trustee shall be fully protected in relying, subject to Section 7.02): (1) the Board Resolution, supplemental indenture or Officer’s Certificate establishing the terms of the Securities of that Series pursuant to Section 2.02; (2) an Officer’s Certificate complying with Sections 11.04 and 11.05 (which may be part of or separate from any Officer’s Certificate pursuant to the ~~series~~ preceding clause (1)); and (3) an Opinion of Counsel complying with Sections 11.04 and 11.05 stating that such Securities have been ~~established~~ duly authorized and, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, issued by the Issuer in the manner and subject to any reasonable conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or ~~pursuant~~ affecting the enforcement of creditors’ rights, to ~~one or more Company Resolutions or pursuant~~ general equitable principles and to ~~authority granted~~ such other customary assumptions and qualifications; and such Opinion of Counsel shall also state that the authentication and delivery of such Securities by ~~one or more Company Resolutions as permitted by Sections 201 and 301,~~ the Trustee in ~~authenticating such Securities~~accordance with the directions of the Issuer so to do, and ~~accepting~~ the ~~additional responsibilities~~ Issuer’s execution and delivery of the Securities of such Series, will comply with the terms of this Indenture. Notwithstanding the foregoing, the Trustee shall have the right to decline to authenticate and deliver any Security: (1) if the Trustee, being advised by counsel, determines that such action may not be lawfully taken; (2) if the Trustee in good faith determines that such action would expose the Trustee to personal liability to Holders of any outstanding Securities; or (3) if the Trustee determines that such action would affect the Trustee’s own rights, duties or immunities under this Indenture in ~~relation~~ a manner not reasonably acceptable to ~~such Securities,~~ the ~~Trustee~~ Trustee. No Security shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual or facsimile signature of an authorized signatory, ~~and, subject to Section 601,~~ and such certificate and signature upon any Security shall be ~~fully protected~~ conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in ~~relying upon~~substantially the following form: This is one of the Securities referred to in the within-mentioned Indenture. U.S. Bank National Association, ~~an Opinion~~ as Trustee By: Authorized Signatory Each Security shall be dated the date of ~~Counsel stating:~~its authentication.

Appears in 1 contract

Sources: Indenture (Physicians Realty L.P.)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by ~~any~~ one of its Chairman, President, ~~Chairman~~any Vice President, ~~Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ its Treasurer or an Assistant ~~Treasurer, Managing Directors, Director,~~ Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities may be manual or facsimile. . (b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a or preceded by one or more Company ~~Order~~ Orders for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ any such Company Order shall authenticate and deliver such Securities. If The Securities shall be issued in series. Such Company Order shall specify the following with respect to each series of Securities: (i) any limitations on the aggregate principal amount of the Securities to be issued as part of such series, (ii) the Original Issue Date or Dates for such series, (iii) the stated maturity or maturities of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series and extent to which Additional Interest or other interest, if any, shall be payable, the date or dates from which such interest shall accrue, and the rights, if any, of the Company to defer or extend an Interest Payment Date, (v) the terms and conditions, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption (including any premium), (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be repaid, in whole or in part, at the option of the Holder thereof, (vii) whether or not the Securities of such series shall be issued in whole or in part in the form ~~or terms~~ of a Global Security and, if so, the Depository for such Global Security, (viii) the designation of such series (which shall distinguish the Securities of the series ~~have been established by~~ from all other Securities and which shall include the word “subordinated” or a work of like meaning), (ix) if the form of the Securities of such series is not as described in Exhibit A or Exhibit B hereto, the form of the Securities of such series, (x) the maximum annual interest rate, if any, of the Securities permitted for such series, (xi) any other information necessary to complete the Securities of such series, (xii) the establishment of any office or agency pursuant to ~~one~~ Section 5.2 hereof, (xiii) any deletions from, modifications of or ~~more~~ additions to the Events of Default or covenants of the Company ~~Resolutions or pursuant~~ with respect to ~~authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating~~ any of such series of Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein, (xiv) whether any Securities of such series are subject to any securities law or other restrictions on transfer, (xv) any deletions from, modifications or additions to the provisions of Article IV in respect of the Securities of such series, (xvi) any covenant limiting the declaration or payment of dividends or distributions on, or redemptions, purchases, acquisitions or liquidation payments with respect to, shares of the Company’s Capital Stock and (xvii) any other terms of such series not inconsistent with this Indenture. The Securities of all series shall be subordinate to Senior Indebtedness of the Company as provided in Article XIV. The applicable Board Resolution, Company Order or supplemental indenture may provide that Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which interest may be determined, with different dates from which such interest shall accrue, with different dates on which such interest may be payable or with any different terms other than Events of Default but all such Securities of a particular series shall for all purposes under this Indenture including, but not limited to, voting and Events of Default, be treated as Securities of a single series. Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased. Prior to authenticating Securities of any series, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to receive~~receive from the Company the following at or before the issuance of the initial Security of such series of Securities, ~~and,~~ and (subject to Section ~~601,~~ 8.1 hereof) shall be fully protected in relying upon: (1) A Board Resolution authorizing such Company Order or Orders and, if the form of Securities is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution; (2) an Opinion of Counsel ~~stating~~stating substantially the following subject to customary qualifications and exceptions: (A) if the form of Securities has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.1 hereof, that such form has been established in conformity with this Indenture; (B) that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; (C) that such Securities have been duly authorized and executed by the Company, and when authenticated 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, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture; and (D) that the issuance of the Securities will not result in any default under this Indenture. (3) an Officers’ Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (ii) all conditions that must be met by the Company to issue Securities under this Indenture have been met. (d) The Trustee shall have the right to decline to authenticate and deliver any Security: (1) if the issuance of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee; (2) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (3) if the Trustee in good faith by its Board of Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the Trustee to personal liability to Holders of any outstanding Securities. (e) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. (f) If all Securities of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolutions, Officers’ Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 15.5 hereof) described in Section 2.5(c) hereof at or prior to the authentication of each Security of such series, if such items are delivered at or prior to the time of authentication of the first Security of such series to be authenticated and issued. If all of the Securities of a series are not authenticated and issued at one time, for each issuance of Securities after the initial issuance of Securities, the Company shall be required only to deliver to the Trustee the Security and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Security and to deliver such Security in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers’ Certificate delivered to the Trustee prior to the authentication and issuance of the first Security of such series are true and correct on the date thereof as if made on and as of the date thereof.

Appears in 1 contract

Sources: Subordinated Indenture (Xcel Energy Inc)

Execution, Authentication, Delivery and Dating. (a) The ~~Securities~~ Notes shall be executed on behalf of the Company by ~~any President,~~ one of its Chairman, Chief Executive Officer, ~~Co-Chief Executive Officer~~President, ~~Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ or any Vice President and by its Treasurer or an Assistant ~~Treasurer, Managing Directors, Director,~~ Treasurer or the Secretary or an Assistant Secretary of the ~~Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the ~~Securities~~ Notes may be manual or facsimile. ~~Securities~~ Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Note that has been duly authenticated and delivered by the Trustee. (b) Notes bearing the manual or facsimile signatures of individuals who were at ~~any~~ the time of execution the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such ~~Securities~~ Notes or did not hold such offices at the date of such ~~Securities.~~ Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Notes of any series executed by the Company to the Trustee for authentication, together with a or preceded by one or more Company ~~Order~~ Orders for the authentication and delivery of such ~~Securities~~Notes, and the Trustee in accordance with ~~the~~ any such Company Order shall authenticate and make available for delivery such Notes; provided, however, that, with respect to Notes of a series subject to a Periodic Offering, (A) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Notes for authentication and delivery, (B) the Trustee shall authenticate and deliver Notes of such ~~Securities. If~~ series for original issue from time to time, in an aggregate principal amount not exceeding the ~~form or terms of the Securities of the series have been~~ aggregate principal amount established by for such series, all pursuant to a further Company Order or pursuant to ~~one~~ such procedures acceptable to the Trustee as may be specified from time to time by such further Company Order, (C) the Stated Maturity or ~~more~~ Maturities, Original Issue Date or Dates, interest rate or rates and any other terms of Notes of such series shall be determined by such further Company ~~Resolutions~~ Order, a supplemental indenture, or pursuant to ~~authority granted by one~~ such procedures and (D) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or ~~more~~ electronic instructions from the Company ~~Resolutions~~ or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Such Company Order or a supplemental indenture shall specify the following with respect to each series of Notes: (i) the title of the Notes of such series (which shall distinguish the Notes of such series from Notes of all other series) and any limitations on the aggregate principal amount of the Notes to be issued as part of such series, (ii) the Original Issue Date for such series, (iii) the Stated Maturity of Notes of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series and the date from which such interest will accrue, and the right, if any, to extend or defer interest payments and the duration of such extension or deferral, as set forth in Section 2.15 hereof, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption, (vi) whether or not the Notes of such series shall be issued in whole or in part in the form of a Global Note and, if so, the Depositary for such Global Note if not DTC, (vii) the form of the Notes of such series, (viii) the maximum annual interest rate, if any, of the Notes permitted ~~by Sections 201~~ for such series, (ix) the period or periods within which, the price or prices at which and ~~301~~the terms and conditions upon which such series may be repaid, in ~~authenticating~~ whole or in part, at the option of the Holder thereof, (x) the establishment of any office or agency pursuant to Section 6.02 hereof, (xi) any Events of Default, in addition to those specified in Section 8.01 hereof or any changes to such ~~Securities~~Events of Default, with respect to the Notes of such series, and any covenants of the Company for the benefit of the Holders of the Notes of such series in addition to those set forth in Articles VI and XII hereof or any changes to such covenants with respect to the Notes of such series, (xii) the terms, if any, pursuant to which the Notes of such series may be converted into or exchanged for shares of capital stock or other securities of the Company, (xiii) any amendment or modification to, or the inapplicability of, the subordination provisions in Article XV hereof, (xiv) the terms, if any, pursuant to which the Notes of such series may be remarketed, and (xv) any other terms of such series not inconsistent with this Indenture. With respect to Notes of a series subject to a Periodic Offering, such Company Order or supplemental indenture may provide general terms or parameters for Notes of such series and provide either that the specific terms of particular Notes of such series shall be specified in a further Company Order or supplemental indenture or that such terms shall be determined by the Company or its agents in accordance with such further Company Order or supplemental indenture as contemplated by the proviso of the first sentence of this Section 2.05(c). Prior to authenticating Notes of any series, and in accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Notes, the Trustee shall ~~be entitled to receive~~receive from the Company the following at or before the issuance of such series of Notes, ~~and,~~ and (subject to Section ~~601,~~ 9.01 hereof) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked prior to such issuance: (1) A Board Resolution or supplemental indenture authorizing such Company Order or Orders and, if the form of Notes is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution; (2) At the option of the Company, either an Opinion of Counsel ~~stating~~or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, stating substantially the following subject to customary qualifications and exceptions: (A) if the form and terms of such Notes has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.01 hereof, that such form and terms have been established in conformity with this Indenture; (B) that this Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and by an implied covenant of reasonableness, good faith and fair dealing; (C) that this Indenture is qualified to the extent necessary under the TIA or, if not so required, that this Indenture is not required to be qualified under the TIA; (D) that such Notes have been duly authorized and executed by the Company, and when authenticated 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, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at law or in equity) and by an implied covenant of reasonableness, good faith and fair dealing; (E) that the issuance of such Notes will not result in any default under this Indenture; (F) that all consents or approvals of any federal or state regulatory agency required in connection with the Company’s execution and delivery of this Indenture and such Notes have been obtained and are in full force and effect (except that no statement need be made with respect to state securities laws); and (G) that all conditions precedent provided for in the Indenture to the issuance of such Notes and for the Trustee to authenticate and deliver such Notes under this Indenture have been met. (3) An Officers’ Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of such Notes, will not be in default under any of the terms or covenants contained in this Indenture and (ii) all conditions precedent provided for in this Indenture to the issuance of such Notes and for the Trustee to authenticate and deliver such Notes under this Indenture have been met. (d) No Note 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 of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. (e) If all Notes of a series are not to be authenticated and issued at one time in connection with a Periodic Offering, the Company shall not be required to deliver the Company Order, Board Resolution, Officers’ Certificate and Opinion of Counsel (including any of the foregoing that would be otherwise required pursuant to Section 16.06 hereof) described in Section 2.05(c) hereof at or prior to the authentication of each Note of such series, if such items are delivered at or prior to the time of authentication of the first Note of such series to be authenticated and issued.

Appears in 1 contract

Sources: Subordinated Indenture (Great Plains Energy Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Any Director, the Secretary or any other officer of the Company so authorized shall execute the Securities ~~shall be executed~~ on behalf of the Company by and need not be attested. Definitive Registered Securities of any ~~President~~series may have the Company’s seal reproduced thereon and need not be attested. Such additional Director or officer, ~~Chairman~~if any, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary as shall be specified pursuant to Section 301 shall execute the Securities of ~~the Company (or~~ any ~~sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~series. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile ~~signatures~~ signature of ~~individuals~~ any individual who ~~were~~ was at any time the proper ~~Officers~~ Director or officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of authentication of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or of terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section 601, ) shall be fully protected in relying upon, an Opinion of Counsel stating:

Appears in 1 contract

Sources: Indenture (PPL Energy Supply LLC)

Execution, Authentication, Delivery and Dating. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange ----------- Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. ----------- The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of ------------ --- this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly ----------- executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount --------- at maturity of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of each of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President or one of its Vice Presidents, ~~Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The ~~signature~~ sig- nature of any of these officers on the Securities and the Seal may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and ~~deliver~~ make available for delivery such ~~Securities~~Securities as in this Indenture provided and not otherwise. If The Trustee shall have the ~~form or terms of the~~ right to decline to authenticate and make available for delivery any Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this ~~Indenture in relation to~~ Section if the Trustee, being advised by counsel, determines that such ~~Securities,~~ action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or vice presidents shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Security shall be dated the date of its authentication. No Security shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, ~~and, subject to Section 601,~~ and such certificate upon any Security shall be ~~fully protected in relying upon~~conclusive evidence, ~~an Opinion of Counsel stating:~~and the only evidence, that such Security has been duly authenticated and made available for delivery hereunder.

Appears in 1 contract

Sources: Indenture (Fox Kids Worldwide Inc)

Appears in 1 contract

Sources: Supplemental Indenture (Merrill Lynch & Co Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the ~~Company~~ Issuer by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary the chairman of the ~~Company~~ Board, its chief executive officer, the president or a vice president together with any one of the secretary, an assistant secretary, the treasurer or an assistant treasurer of the Issuer (or ~~any sole or managing member~~ of the ~~Company or the ultimate general partner, sole or managing member of such member~~Issuer General Partner). The signature of any of these officers on the Securities may be the manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the ~~Company~~ Issuer shall bind the ~~Company,~~ Issuer notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the ~~Company~~ Issuer may deliver Exchange Securities of to be issued in exchange for any series of Restricted Global Securities and Regulation S Global Securities, executed by the ~~Company~~ Issuer and endorsed by the Guarantors to the Trustee for authentication, together with ~~a Company~~ an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. At any time and from time to time after the ~~Company~~ execution and delivery of this Indenture, the Issuer may deliver Securities of any series, executed by the Issuer and endorsed by the Guarantors to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Issuer Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as ~~permitted by Sections 201~~ interest rate, stated maturity, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion or Opinions of Counsel of the Issuer and the Guarantors stating: (a) that the form or forms of such Securities and the Guarantee have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities and the Guarantee have been established in conformity with the provisions of this Indenture; (c) that such Securities and the Guarantee, when completed by appropriate insertions and executed and delivered by the Issuer and the Guarantors to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer and the Guarantors in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Issuer and the Guarantors, respectively, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; (d) that all laws and requirements in respect of the execution and delivery by the Issuer of such Securities and of the supplemental indentures, if any, and by the Guarantors of the Guarantee and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities and the execution and delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; (e) that each of the Issuer and the Guarantors has the power to issue such Securities and Guarantee, respectively, and has duly taken all necessary action with respect to such issuance; and (f) that the issuance of such Securities and Guarantee will not contravene the articles of incorporation or by-laws of the Issuer or the Guarantors, or result in any violation of any of the terms or provisions of any law or regulation applicable to the Issuer or the Guarantors. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Issuer Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled, together with the Guarantee endorsed thereon to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuer, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Emera Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President, its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (Officer or any ~~sole or managing member~~ of ~~the Company or the ultimate general partner, sole or managing member of such member)~~its Vice Presidents and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. Any Guarantee endorsed on the Securities shall be executed on behalf of the Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company or the Guarantor, as the case may be, shall bind the ~~Company~~Company or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the ~~form~~ forms or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.1 and ~~301~~3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) if the form or forms of such Securities has been established in or pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (c) that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and, if applicable, the Guarantor, enforceable in accordance with their terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or to general equity principles; (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; (iii) with reference to Securities stated to be payable in a currency other than Dollars said counsel may note that (x) a New York statute provides that a judgment rendered by a court of the State of New York in respect of an obligation denominated in any such other currency would be rendered in such other currency and would be converted into Dollars at the rate of exchange prevailing on the date of entry of the judgment, and (y) a judgment rendered by a Federal court sitting in the State of New York in respect of an obligation denominated in any such other currency may be expressed in Dollars, but said counsel need express no opinion as to the rate of exchange such Federal court would apply; and (iv) such other usual and customary matters as shall be specified in such Opinion of Counsel. If such form or forms or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security, nor any Guarantee endorsed thereon, shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Weatherford International LTD)

Execution, Authentication, Delivery and Dating. ~~The~~ Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, the Debt Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary an Authorized Officer and may have the corporate seal of the Company (affixed thereto or reproduced thereon attested by any ~~sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~other Authorized Officer. The signature of any or all of these officers on the Debt Securities may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals who were at ~~any~~ the time ~~the proper~~ of execution Authorized Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities. ~~At any~~ The Trustee shall authenticate and deliver Debt Securities of a series, for original issue, at one time ~~and~~ or from time to time ~~after the execution and delivery of this Indenture,~~ in accordance with the Company ~~may deliver Securities of any series executed~~ Order referred to below, upon receipt by the ~~Company to~~ Trustee of: (a) the ~~Trustee for authentication~~instrument or instruments establishing the form or forms and terms of such series, ~~together with~~ as provided in Sections 2.01 and 3.01; (b) a Company Order ~~for~~ requesting the authentication and delivery of such ~~Securities~~Debt Securities and, to the extent that the terms of such Debt Securities shall not have been established in an indenture supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated by Sections 2.01 and 3.01, either (i) establishing such terms or (ii) in the ~~Trustee~~ case of Debt Securities of a series subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions from the Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in either case in accordance with the instrument or instruments delivered pursuant to clause (a) above; (c) the Debt Securities of such series, executed on behalf of the Company ~~Order shall authenticate and deliver such Securities. If~~ by an Authorized Officer; (d) an Opinion of Counsel to the effect that: (i) the form or ~~terms~~ forms of such Debt Securities have been duly authorized by the ~~Securities of the series~~ Company and have been established in conformity with the provisions of this Indenture; (ii) the terms of such Debt Securities have been duly authorized by ~~or pursuant~~ the Company and have been established in conformity with the provisions of this Indenture; and (iii) assuming authentication and delivery by the Trustee and subject to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301~~any conditions specified in such Opinion of Counsel, ~~in authenticating~~ such ~~Securities, and accepting the additional responsibilities~~ Debt Securities will have been duly issued under this Indenture and will be legal, valid and binding obligations of the Company, enforceable in ~~relation~~ accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such ~~Securities~~enforceability is considered in a proceeding in equity or at law); provided, however, that, with respect to Debt Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to ~~receive, and, subject to Section 601, shall be fully protected in relying upon, an~~ receive such Opinion of Counsel ~~stating~~only once at or prior to the time of the first authentication of such Debt Securities (provided that such Opinion of Counsel addresses the authentication and delivery of all Debt Securities of such series) and that in lieu of the opinions described in clauses (ii) and (iii) above Counsel may opine that:

Appears in 1 contract

Sources: Indenture (Pebblebrook Hotel Trust)

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by any ~~President, Chairman, Chief Executive~~ Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any Officer on the Securities may be manual or facsimile. . (b) Securities bearing the manual or facsimile signatures of ~~individuals~~ any individual who ~~were~~ was at any time ~~the proper Officers~~ an Officer of the Company shall bind the Company, notwithstanding that any such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such Securities. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by on behalf of the Company pursuant to clause (a) above to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities; provided that, with respect to Securities of a series constituting a medium term note program, the Trustee shall authenticate and deliver Securities of such series for original issue from time to time in the aggregate principal amount established for such series as may be specified from time to time by a Company Order and pursuant to such procedures acceptable to the Trustee. The maturity dates, original issue dates, interest rates and any other terms of the Securities of such series shall be determined by or pursuant to such Company Order and procedures. (d) The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within‑mentioned Indenture. [ ], as Trustee By_________________________________ Authorized Signatory Date: __________ (e) If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by ~~Sections 201 and 301~~Section 2.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section ~~601,~~ 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) if the form of any of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; and (2) that such Securities, 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, enforceable in accordance with their respective 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. (f) Notwithstanding that such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture would adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (g) Notwithstanding the provisions of Section 2.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 2.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 2.3 at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. (h) With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Section 2.1 in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 8.1) shall be fully protected in relying upon, in addition to the foregoing documents and (if applicable) in lieu of clause (e) above, an Opinion of Counsel stating that the Securities have been duly authorized and executed by the Company, and assuming the due authentication by the Trustee in the manner provided for in this Indenture, when delivered against payment of the consideration therefor in accordance with any applicable distribution agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and to general equity principles. (i) Each Security shall be dated the date of its authentication. (j) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.9 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (LPL Financial Holdings Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~the Chairman of the Board, ~~Chairman~~the Vice Chairman of the Board, the Chief Executive Officer, ~~Co-Chief Executive Officer~~the President, a Vice President, the Chief Financial Officer, ~~Chief Operating Officer, General Counsel, Chief Risk Officer,~~ the Chief Accounting Officer, the Controller, the Treasurer, an Assistant Treasurer, ~~Managing Directors, Director,~~ the Secretary or an Assistant Secretary of the Company ~~(or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and~~in addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 601, ) shall be fully protected in relying upon, an Opinion of Counsel ~~stating:~~to the effect that: (1) if the form (or the manner of determining the form) of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel;

Appears in 1 contract

Sources: Indenture (Enterprise Financial Services Corp)

Execution, Authentication, Delivery and Dating. The Securities shall be ~~executed~~ signed on behalf of the Company by ~~any~~ its Chairman of the Board, its President, ~~Chairman~~one of its Executive Vice Presidents or one of its Vice Presidents and its Treasurer or one of its Assistant Treasurers, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner~~Secretaries, ~~sole or managing member of such member)~~under its corporate seal reproduced thereon. ~~The signature on~~ Such signatures upon the Securities may be the manual or ~~facsimile~~facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at ~~any~~ the time they signed such Securities the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If ~~the form or terms of~~ not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series ~~have been established by or pursuant~~ shall so permit, such Company Order may set forth procedures acceptable to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as ~~permitted by Sections 201~~ interest rate, maturity date, date of issuance and ~~301, in~~ date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to TIA Section ~~601,~~ 315) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms and terms of such Securities have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions and executed by the Company and delivered to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (c) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with. If not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion with appropriate modifications shall be delivered at or before the time of issuance of the first Security of such series. The Trustee shall not be required to authenticate and deliver any such Securities if the Trustee, being advised by counsel, determines that such action (i) may not lawfully be taken or (ii) would expose the Trustee to personal liability to existing Holders of Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein, executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Ford Motor Co)

Execution, Authentication, Delivery and Dating. (a) The Securities and any Guarantee shall be executed on behalf of the Company or the related Guarantor, as applicable, by any ~~President, Chairman, Chief Executive~~ Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any Officer on the Securities may be manual or facsimile. . (b) Securities and any related Guarantees bearing the manual or facsimile signatures of ~~individuals~~ any individual who ~~were~~ was at any time ~~the proper Officers~~ an Officer of the Company or any Guarantor, as applicable, shall bind the ~~Company~~Company or such Guarantor, as applicable, notwithstanding that any such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such ~~offices~~ office at the date of such ~~Securities.~~ Securities or any such related Guarantee. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by on behalf of the Company pursuant to clause (a) above to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities; provided that, with respect to Securities of a series constituting a medium term note program, the Trustee shall authenticate and deliver Securities of such series for original issue from time to time in the aggregate principal amount established for such series as may be specified from time to time by a Company Order and pursuant to such procedures acceptable to the Trustee. The maturity dates, original issue dates, interest rates and any other terms of the Securities of such series shall be determined by or pursuant to such Company Order and procedures. (d) The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Date: (e) If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by ~~Sections 201 and 301~~Section 2.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall ~~be entitled to~~ receive, ~~and,~~ and (subject to Section ~~601,~~ 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) if the form of any of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; and (2) that such Securities, 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, enforceable in accordance with their respective 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. (f) Notwithstanding that such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture would adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (g) Notwithstanding the provisions of Section 2.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 2.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 2.3 at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. (h) With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Section 2.1 in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 8.1) shall be fully protected in relying upon, in addition to the foregoing documents and (if applicable) in lieu of clause (e) above, an Opinion of Counsel stating that the Securities have been duly authorized and executed by the Company, and assuming the due authentication by the Trustee in the manner provided for in this Indenture, when delivered against payment of the consideration therefor in accordance with any applicable distribution agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and to general equity principles. (i) Each Security shall be dated the date of its authentication. (j) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.9 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (LPL Financial Holdings Inc.)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, President, ~~Chairman, Chief Executive Officer, Co-Chief Executive Officer,~~ Vice President serving as Chief Financial ~~Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ Officer or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typo graphical 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 any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ series, executed by the Company to the Trustee or to its order for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the form and terms of such Securities have been established in conformity with the provision of this Indenture; (b) that all conditions precedent to the authentication and delivery of such Securities have been complied with and that such Securities, 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, 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 equity principles; (c) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with; and (d) as to such other matters as the Trustee may reasonably request; PROVIDED, HOWEVER, that if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Securities of such series. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. If the Company shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary Trust Company (55 Water Street, New York, New York) to the issuer or its agent for regi▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇r payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of the Depositary Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein." Each Depositary designated pursuant to Section 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.14 executed by or on behalf of the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Subordinated Indenture (Gatx Capital Corp)

Execution, Authentication, Delivery and Dating. Section 3.3 of the Original Indenture is hereby amended and restated with respect to the Securities (but not with respect to any other series of Securities (as defined in the Original Indenture)) as follows: “The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing its chairman of the Board of Directors, ~~Director, Secretary or Assistant Secretary~~ any of its vice chairmen of the ~~Company (~~Board of Directors, its chief executive officer, its president, any of its vice presidents, its principal financial officer or ~~any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature on the Securities may be manual or facsimile~~its treasurer. Securities bearing the manual or facsimile signatures of ~~individuals~~ an individual who ~~were~~ was at any time ~~the~~ a proper ~~Officers~~ officer of the Company shall bind the Company, notwithstanding that such ~~individuals or any of them have~~ individual has ceased to hold such ~~offices~~ office prior to the authentication and delivery of such Securities or did not hold such ~~offices~~ office at the date of such Securities. At On the Issue Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Securities for original issue in the aggregate principal amount of up to $[140,000,000]. After the Issue Date, the Company may issue, and the Trustee shall authenticate and make available for delivery, Additional Securities issued pursuant to Section 3.12. The Trustee shall so authenticate and make available for delivery Securities upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated, shall specify whether such Securities will be represented by a Restricted Global Security or an Unrestricted Global Security, and shall specify the date on which each original issue of Securities is to be authenticated; provided that any Initial Securities shall be issued in the form of an Unrestricted Global Security. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Company at any time and from time to time ~~after~~ may, without the ~~execution and delivery of this Indenture, the Company may deliver Securities~~ consent of any ~~series executed by the Company to the Trustee for authentication~~Holder, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the issue Additional Securities ~~of the series have been established by or~~ pursuant to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301~~Section 3.12, ~~in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee~~ which Additional Securities shall be entitled to ~~receive~~all of the benefits of this Indenture. Such Additional Securities will be deemed Securities for all purposes hereunder, ~~and~~including, ~~subject~~ without limitation, in determining the necessary Holders who may Act or consent to ~~Section 601,~~ the taking of an Act of the Holders as specified in this Indenture. Each Security shall be ~~fully protected~~ dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in ~~relying upon~~the form provided for herein executed by the Trustee by manual signature, ~~an Opinion of Counsel stating:~~and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.”

Appears in 1 contract

Sources: First Supplemental Indenture (Evergreen Solar Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~one or more of its managers, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any ~~sole~~ other Persons, as required, duly authorized thereto and attested by its general counsel, a deputy general counsel, its secretary or ~~managing member~~ one of ~~the Company or the ultimate general partner, sole or managing member of such member)~~its assistant secretaries. The signature of any of such director or Person on the Securities may be manual or facsimile. Each Guarantee with respect to the issuance of Securities of any series shall be executed on behalf of the Guarantor by one or more of its directors, or any other Persons, as required, duly authorized thereunto and attested by its general counsel, a deputy general counsel, its treasurer or one of its deputy treasurers. The signature of any of such director or Person on the relevant Guarantee may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ managers or other authorized persons of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Guarantee, by the endorsement of its text on any Securities authenticated and delivered by the Trustee, shall bind the Guarantor with respect to such Securities notwithstanding that the individuals who were at the time of the execution of the relevant Guarantee proper officers of the Guarantor and whose manual or facsimile signatures are borne thereon have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (having endorsed thereon the text of the Guarantee) to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series or the Guarantee, the text of which is endorsed thereon, have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section~~ 601, ) shall be fully protected in relying upon, an Opinion of Counsel stating:,

Appears in 1 contract

Sources: Indenture (TotalEnergies Capital)

Execution, Authentication, Delivery and Dating. Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Securities offered and sold in reliance on Rule 144A and on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. All Global Securities shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. All Securities shall remain in the form of a Global Security, except as provided herein. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman,~~ its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President or one of its Vice Presidents, or its Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member). The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities ~~of any series~~ executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, which shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.15 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with ~~the~~ such Company Order shall authenticate and deliver such ~~Securities. If the form or terms of the~~ Securities ~~of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ as ~~permitted by Sections 201 and 301,~~ in ~~authenticating such Securities, and accepting the additional responsibilities under~~ this Indenture ~~in relation to such Securities,~~ provided and not otherwise. Each Security shall be dated the ~~Trustee~~ date of its authentication. No Security shall be entitled to ~~receive~~any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, ~~and, subject to Section 601,~~ and such certificate upon any Security shall be ~~fully protected in relying upon~~conclusive evidence, ~~an Opinion~~ and the only evidence, that such Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the requirements of ~~Counsel stating:~~this Section 3.03 and the requirements of the Securities.

Appears in 1 contract

Sources: Indenture (United Rentals North America Inc)

Execution, Authentication, Delivery and Dating. The Debt Securities and the Coupons, if any, of any series shall be executed on behalf of the Company by ~~any~~ its President, ~~Chairman, Chief~~ one of its Executive ~~Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ or Senior Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature ~~on the Securities~~ of any of these officers may be manual or facsimile. Debt Securities and Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities and Coupons or did not hold such offices at the date of such ~~Securities~~Debt Securities and Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, with appropriate Coupons, if any, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and Coupons and the Trustee in accordance with the Company Order shall authenticate and ~~deliver~~ make available for delivery such ~~Securities~~Debt Securities and Coupons; PROVIDED, HOWEVER, that, in connection with its sale during the “restricted period” (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED, FURTHER, that a Bearer Security (other than a temporary Global Note in bearer form) may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished to the Euro-clear operator or to CEDEL a certificate substantially in the form set forth in Exhibit C to this Indenture. If all the ~~form or terms of the~~ Debt Securities of any one series are not to be issued at one time and if a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the ~~series have been established~~ Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Debt Security or ~~pursuant~~ upon exchange of a portion of a temporary Global Note shall be deemed to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. Except as permitted by ~~Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities~~Section 3.06 or 3.07, the Trustee shall not authenticate and make available for delivery any Bearer Security unless all Coupons for interest then matured have been detached and canceled. The Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities and Coupons of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities and Coupons have been approved, (ii) an Officers’ Certificate stating that all conditions precedent provided for in the Indenture have been complied with and that, to the best knowledge of the signers of such certificates, no Event of Default with respect to any of the Debt Securities shall have occurred and be continuing and (iii) an Opinion of Counsel ~~stating~~substantially to the effect that: (1) the forms and terms of such Debt Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (2) such Debt Securities and Coupons, if any, when completed by appropriate insertions and executed and delivered by the Company to the Trustee in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Debt Securities and Coupons if the issuance of such Debt Securities and Coupons pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. Each Bearer Security (including any temporary or permanent or other definitive Bearer Security in global form) shall be dated as of the date of original issuance of the first Debt Security of such series to be issued, except as otherwise provided pursuant to Section 3.01 with respect to the Bearer Securities of any series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Harrahs Entertainment Inc)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its President or one of its Vice Presidents, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any ~~series~~ Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and (c) that such Securities, 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 enforceable in accordance with their terms, 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. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 38 -31- Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Appears in 1 contract

Sources: Indenture (Atlas Air Inc)

Execution, Authentication, Delivery and Dating. The Debt Securities and the Coupons, if any, of any series shall be executed on behalf of the Company by ~~any~~ its President, ~~Chairman, Chief~~ one of its Executive ~~Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer,~~ or Senior Vice Presidents or its Treasurer, ~~Assistant Treasurer, Managing Directors, Director,~~ under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature ~~on the Securities~~ of any of these officers may be manual or facsimile. Debt Securities and Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities and Coupons or did not hold such offices at the date of such ~~Securities~~Debt Securities and Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities~~ Debt Securities, with appropriate Coupons, if any, of any ~~series~~ series, executed by the ~~Company~~ Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such ~~Securities,~~ Debt Securities and Coupons and the Trustee in accordance with the Company Order shall authenticate and ~~deliver~~ make available for delivery such ~~Securities~~Debt Securities and Coupons; PROVIDED, HOWEVER, that, in connection with its sale during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED, FURTHER, that a Bearer Security (other than a temporary Global Note in bearer form) may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished to the Euro-clear operator or to CEDEL a certificate substantially in the form set forth in Exhibit C to this Indenture. If all the ~~form or terms of the~~ Debt Securities of any one series are not to be issued at one time and if a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may set forth procedures acceptable to the ~~series have been established~~ Trustee for the issuance of such Debt Securities such as interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or ~~pursuant~~ upon exchange of a portion of a temporary Global Note shall be deemed to ~~one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions~~ be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. Except as permitted by ~~Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities~~Section 3.06 or 3.07, the Trustee shall not authenticate and make available for delivery any Bearer Security unless all Coupons for interest then matured have been detached and canceled. The Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities and Coupons of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities and Coupons have been approved, (ii) an Officers' Certificate stating that all conditions precedent provided for in the Indenture have been complied with and that, to the best knowledge of the signers of such certificates, no Event of Default with respect to any of the Debt Securities shall have occurred and be continuing and (iii) an Opinion of Counsel ~~stating~~substantially to the effect that: (1) the forms and terms of such Debt Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (2) such Debt Securities and Coupons, if any, when completed by appropriate insertions and executed and delivered by the Company to the Trustee in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Debt Securities and Coupons if the issuance of such Debt Securities and Coupons pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Registered Security shall be dated the date of its authentication. Each Bearer Security (including any temporary or permanent or other definitive Bearer Security in global form) shall be dated as of the date of original issuance of the first Debt Security of such series to be issued, except as otherwise provided pursuant to Section 3.01 with respect to the Bearer Securities of any series. No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.08 together with a written statement (which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Park Place Entertainment Corp)

Appears in 1 contract

Sources: Indenture (Grubb & Ellis Co)

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by ~~any President~~its Chairman of the Board, ~~Chairman~~its principal financial officer, its Chief Executive Officer, ~~Co-Chief Executive Officer~~its President or one of its Vice Presidents, ~~Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer,~~ its Treasurer or its Assistant Treasurer, ~~Managing Directors, Director,~~ attested by its Secretary or one of its Assistant ~~Secretary of the Company (or any sole or managing member of the Company or the ultimate general partner, sole or managing member of such member)~~Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and, if applicable, having endorsed thereon the Guarantees executed as provided in Section 15.02 to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more ~~Company Resolutions or pursuant to authority granted by one or more Company~~ Board Resolutions as permitted by Sections ~~201~~ 2.01 and ~~301~~3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, ~~and,~~ and (subject to Section ~~601,~~ 6.01) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating:, (1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities, 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, if applicable, the Guarantees endorsed thereon will constitute valid and legally binding obligations of the Guarantors, in each case enforceable in accordance with their terms, 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. However, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Appears in 1 contract

Sources: Indenture (Chattem Inc)

Execution, Authentication, Delivery and Dating. ~~The~~ Securities shall be executed on behalf of the Company by ~~any~~ its Chairman of the Board, a Vice Chairman, its President, ~~Chairman, Chief Executive Officer, Co-Chief Executive Officer~~any Vice President, Chief Financial Officer, Chief ~~Operating Officer, General Counsel, Chief Risk Officer,~~ Investment Officer or Chief Accounting ~~Officer, Treasurer, Assistant Treasurer, Managing Directors, Director,~~ Officer under its corporate seal reproduced thereon and attested by its Secretary or an Assistant ~~Secretary~~ Secretary. Coupons shall be executed on behalf of the Company (by the Chief Financial Officer or ~~any sole or managing member~~ Chief Accounting Officer of the ~~Company or the ultimate general partner, sole or managing member of such member)~~Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper ~~Officers~~ officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such ~~Securities~~Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver ~~Securities of~~ Securities, together with any ~~series~~ Coupons appertaining thereto, executed by the ~~Company~~ Company, to the Trustee for ~~authentication~~authentication and, ~~together~~ provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such ~~Securities~~Securities have been delivered to the Trustee, ~~and~~ the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, in In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such ~~Securities~~Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, ~~and,~~ and (subject to ~~Section 601,~~ Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel ~~stating~~to the effect that: (1) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (2) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and 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 legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (3) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and (4) this Indenture has been qualified under the Trust Indenture Act; and (5) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to any of the Securities has occurred or is continuing. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 2.2 or 6.11 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Appears in 1 contract

Sources: Indenture (RAM Holdings Ltd.)

Common use of Execution, Authentication, Delivery and Dating Clause in Contracts