Authentication and Dating. 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. Except as otherwise provided in this Article, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a Company Order. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereof) shall be fully protected in conclusively relying upon: (a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company; (b) an executed supplemental indenture, if any, relating thereto; (c) an Officer's Certificate setting forth the form and terms of the Securities of such series as established as contemplated by Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is bound; and (d) an Opinion of Counsel stating (i) that the form and terms of such Securities have been established as contemplated by Sections 2.01 and 3.01 in conformity with the provisions of this Indenture; and (ii) that such Securities, when executed and delivered by the Company, and authenticated and delivered by or on behalf of the Trustee 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 bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general principles of equity and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authentication.
Appears in 3 contracts
Samples: Junior Subordinated Debt Indenture (Citizens Funding Trust IV), Indenture (Citizens Funding Trust IV), Subordinated Debt Indenture (Citizens Funding Trust IV)
Authentication and Dating. 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, with appropriate Coupons, if any, attached thereto, executed by the Company to the Trustee for authentication. Except as otherwise provided in this ArticleArticle Three, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a or upon Company Order, without any further action by the Company. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the initial authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofsec.
9.01) shall be fully protected in conclusively relying upon:
(a1) a Board Resolution or Special Committee Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolutionResolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b2) an executed supplemental indenture, if any, relating thereto;
; (c3) an Officer's Certificate setting forth the form and terms of the Securities of such series as established as contemplated by Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating Officers' Certificate, which shall state that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the any series of Securities of any Series has occurred and is continuing and that the issuance of such Securities is does not constitute and will not result in (i) an any Event of Default or an any event or condition condition, which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a any default under the provisions of any other instrument or agreement by which the Company is bound; and
and (d4) an Opinion of Counsel stating
Counsel, which shall state (ia) that the form of such Securities and Coupons, if any, has been established by or pursuant to the authority granted in a resolution of the Board of Directors delivered to the Trustee pursuant to subparagraph (1) above or by a supplemental indenture as permitted by sec.
2.01 in conformity with the provisions of this Indenture; 31 21 (b) that the terms of such Securities and Coupons, if any, have been established as contemplated by Sections 2.01 and or pursuant to sec. 3.01 in conformity with the provisions of this Indenture; and
(iic) that such Securities, when executed authenticated and delivered by the Company, Trustee and authenticated and delivered issued by or on behalf of the Trustee Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute (together with the Coupons, if any, appertaining thereto) legal, valid and 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, rights and to general principles of equity principles; (d) that the Company has the corporate power to issue such Securities and Coupons, if any, and has duly taken all necessary corporate action with respect to such other qualifications as such counsel shall conclude do not materially affect issuance; (e) that the rights of Holders issuance of such SecuritiesSecurities and Coupons, if any, will not contravene the charter 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 or any of its subsidiaries is bound; and (f) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, and the related supplemental indenture, if any, have been complied with and that authentication and delivery of such Securities and Coupons, if any, and the execution and delivery of the related supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, deliver any Securities together with any Coupons appertaining thereto under this Section 3.03 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 or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to existing Holders or would otherwise adversely affect its rights, duties, obligations or immunities hereunderHolders. Unless otherwise provided in the form of Securities of any particular series, each Each Registered Security shall be dated the date of its authentication. Each Unregistered Security of any series shall be dated the date of its authentication, except as otherwise provided pursuant to sec. 3.01 with respect to the Securities of such series. 32 22 sec. 3.04.
Appears in 1 contract
Samples: Indenture Agreement (Associates First Capital Corp)
Authentication and Dating. 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. Except as otherwise provided in this Article, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a Company Order. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receivebe provided with, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereof) shall be fully protected in conclusively relying upon:
(a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b) an executed supplemental indenture, if any, relating thereto;
(c) an Officer's ’s Certificate setting forth the form and terms of the Securities of such series as established as contemplated by Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is bound; and
(d) an Opinion of Counsel stating
(i) that the form and terms of such Securities have been established as contemplated by Sections 2.01 and 3.01 in conformity with the provisions of this Indenture; and
(ii) that such Securities, when executed and delivered by the Company, and authenticated and delivered by or on behalf of the Trustee 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 bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' ’ rights, to general principles of equity and to such other qualifications as such counsel shall conclude do not materially adversely affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Each Security shall be dated the date of its authentication.
Appears in 1 contract
Samples: Indenture (Hotels.com GP, LLC)
Authentication and Dating. 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 executed by the Company to the Trustee for authentication. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and delivermake available for delivery said Debt Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, Vice Chairman, the President, one of its Managing Directors or cause to be authenticated one of its Vice Presidents and deliveredby its Secretary, said Securities pursuant to a any Assistant Secretary, Treasurer or any Assistant Treasurer, without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection
6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the CompanyCompany as the case may be;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Debt Securities of such series if and as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingprepared in accordance with Section 13.06 which shall also state:
(ia) that the form and terms of such Debt Securities have has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities, when executed and delivered by the Company, and authenticated and delivered Debt Securities have been established by or on behalf pursuant to a resolution of the Trustee in the manner and subject to any conditions specified in such Opinion Board of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to Directors or affecting the enforcement of creditors' rights, to general principles of equity and to such other qualifications by a supplemental indenture as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 if the Trustee, being advised permitted 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authentication.Section
Appears in 1 contract
Authentication and Dating. 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 executed by the Company to the Trustee for authentication. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and delivermake available for delivery said Debt Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, President, one of its Managing Directors or cause to be authenticated one of its Vice Presidents and deliveredby its Treasurer or any Assistant Treasurer, said Securities pursuant to a without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection
6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the CompanyCompany as the case may be;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Debt Securities of such series if and as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingprepared in accordance with Section 13.06 which shall also state:
(ia) that the form and terms of such Debt Securities have has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities, when executed and delivered by the Company, and authenticated and delivered Debt Securities have been established by or on behalf pursuant to a resolution of the Trustee in the manner and subject to any conditions specified in such Opinion Board of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to Directors or affecting the enforcement of creditors' rights, to general principles of equity and to such other qualifications by a supplemental indenture as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 if the Trustee, being advised permitted 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authentication.Section
Appears in 1 contract
Samples: Indenture (Transamerica Capital Iii)
Authentication and Dating. 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, with appropriate Coupons, if any, attached thereto, executed by the Company to the Trustee for authentication. Except as otherwise provided in this ArticleArticle Three, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a or upon Company Order, without any further action by the Company. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the initial authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSec.
9.01) shall be fully protected in conclusively relying upon:
(a1) a Board Resolution or Special Committee Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolutionResolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b2) an executed supplemental indenture, if any, relating thereto;
; (c3) an Officer's Certificate setting forth the form and terms of the Securities of such series as established as contemplated by Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating Officers' Certificate, which shall state that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the any series of Securities of any Series has occurred and is continuing and that the issuance of such Securities is does not constitute and will not result in (i) an 31 21 any Event of Default or an any event or condition condition, which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a any default under the provisions of any other instrument or agreement by which the Company is bound; and
and (d4) an Opinion of Counsel stating
Counsel, which shall state (ia) that the form of such Securities and Coupons, if any, has been established by or pursuant to the authority granted in a resolution of the Board of Directors delivered to the Trustee pursuant to subparagraph (1) above or by a supplemental indenture as permitted by Sec.
2.01 in conformity with the provisions of this Indenture; (b) that the terms of such Securities and Coupons, if any, have been established as contemplated by Sections 2.01 and or pursuant to Sec. 3.01 in conformity with the provisions of this Indenture; and
(iic) that such Securities, when executed authenticated and delivered by the Company, Trustee and authenticated and delivered issued by or on behalf of the Trustee Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute (together with the Coupons, if any, appertaining thereto) legal, valid and 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, rights and to general principles of equity principles; (d) that the Company has the corporate power to issue such Securities and Coupons, if any, and has duly taken all necessary corporate action with respect to such other qualifications as such counsel shall conclude do not materially affect issuance; (e) that the rights of Holders issuance of such Securities. The Trustee shall Securities and Coupons, if any, will not contravene the charter 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 or any of its subsidiaries is bound; and (f) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, and the related supplemental indenture, if any, have been complied with and that authentication and delivery of such Securities and Coupons, if any, and the right to decline to authenticate execution and deliverdelivery of the related supplemental indenture, or cause to be authenticated and deliveredif any, any Securities under this Section 3.03 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 will not violate the Trustee to personal liability to existing Holders or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in terms of the form of Securities of any particular series, each Security shall be dated the date of its authenticationIndenture.
Appears in 1 contract
Authentication and Dating. 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 executed by the Company Company, together with the Guarantees endorsed thereon executed by the Guarantor, to the Trustee for authentication. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, deliver said Securities pursuant to a or upon the written order of the Company, signed by its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice Presidents and by its Treasurer or any Assistant Treasurer, without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection
6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the CompanyCompany or the Guarantor as the case may be;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Securities of such series as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingprepared in accordance with Section 13.06 which shall also state:
(ia) that the form and terms of such Securities have has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities, when executed and delivered by the Company, and authenticated and delivered Securities have been established by or on behalf pursuant to a resolution of the Trustee in the manner and subject to any conditions specified in such Opinion Board of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to Directors or affecting the enforcement of creditors' rights, to general principles of equity and to such other qualifications by a supplemental indenture as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 if the Trustee, being advised permitted 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authentication.Section
Appears in 1 contract
Authentication and Dating. 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 executed by the Company Company, together with the Guarantees endorsed thereon executed by the Guarantor, to the Trustee for authentication. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, make available for delivery said Securities pursuant to a or upon the written order of the Company, signed by its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice Presidents and by its Treasurer or any Assistant Treasurer, without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection 6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the CompanyCompany or the Guarantor as the case may be;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Securities of such series as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingprepared in accordance with Section 13.06 which shall also state:
(ia) that the form and terms of such Securities have has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture;
(c) that (i) such Debt Securities, when executed authenticated and delivered by the CompanyTrustee and issued by the Company and (ii) such Guarantees, and authenticated and delivered when issued by or on behalf of the Trustee Guarantor, in each case in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the CompanyCompany and the Guarantor, enforceable respectively;
(d) that all laws and requirements in accordance respect of the execution and delivery by the Company and the Guarantor of the Debt Securities and the Guarantees, respectively, have been complied with their terms, subject to bankruptcy, insolvency, reorganization and other laws that authentication and delivery of general applicability relating to or affecting the enforcement Securities by the Trustee will not violate the terms of creditors' rights, to general principles of equity and to the Indenture; and
(e) such other qualifications matters as such counsel shall conclude do not materially affect the rights of Holders of such SecuritiesTrustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, deliver any Securities under this Section 3.03 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 or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to existing Holders or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authenticationholders.
Appears in 1 contract
Samples: Indenture (Countrywide Capital Ii)
Authentication and Dating. 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. Except as otherwise provided in this Article, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a Company OrderOrder without any further action by the Company. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receivebe provided with, prior to the initial authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereof) shall be fully protected in conclusively relying upon:
(a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b) an executed supplemental indenture, if any, relating thereto;
(c) an Officer's ’s Certificate setting forth the form and terms of the Securities of such series as established as contemplated by pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection Subsections 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the any series of Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition whichthat, upon the giving of notice (or the acquisition of knowledge) or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other material instrument or agreement by which the Company is bound; and
(d) an Opinion of Counsel stating
(i) that the form and the terms of such Securities have been established by or pursuant to the authority granted in a Board Resolution or by a supplemental indenture as contemplated permitted by Sections 2.01 and 3.01 hereof in conformity with the provisions of this Indenture; and;
(ii) that such Securities, when executed and delivered by the Company, and authenticated and delivered by or on behalf of the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights, ’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities;
(iii) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance;
(iv) that the issuance of such Securities will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any applicable law or regulation that would normally be applicable to general business entities with respect to such issuance or result in any material violation of any indenture, mortgage or other agreement known to such counsel by which the Company or any of its subsidiaries is bound;
(v) that this Indenture is qualified under the Trust Indenture Act; and
(vi) such other matters as the Trustee may reasonably request.
(e) 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. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunderHolders. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authentication.
Appears in 1 contract
Authentication and Dating. 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. Except as otherwise provided in this Article, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a Company Order. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receivebe provided with, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereof) shall be fully protected in conclusively relying upon:
(a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b) an executed supplemental indenture, if any, relating thereto;
(c) an Officer's Officers’ Certificate setting forth the form and terms of the Securities of such series as established as contemplated by Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundbound governing indebtedness in a principal amount in excess of $35,000,000; and
(d) an Opinion of Counsel stating
(i) that the form and terms of such Securities have been established as contemplated by Sections 2.01 and 3.01 in conformity with the provisions of this Indenture; and
(ii) that such Securities, when executed and delivered by the Company, and authenticated and delivered by or on behalf of the Trustee 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 bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' ’ rights, to general principles of equity and to such other qualifications as such counsel shall conclude do not materially adversely affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Each Security shall be dated the date of its authentication.
Appears in 1 contract
Samples: Indenture (Expedia, Inc.)
Authentication and Dating. 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. Except as otherwise provided in this ArticleArticle or in Appendix A to this Indenture, the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, said Securities pursuant to a Company Order. Securities shall be dated the date of their authentication. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, prior to the authentication of such Securitiesbe provided with, and (subject to Sections 8.01 and 8.03 hereof) shall be fully protected in conclusively relying upon:
(a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b) an executed supplemental indenture, if any, relating thereto;
(c) an Officer's ’s Certificate setting forth the form and terms of the Securities of such series as established as contemplated by pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(aSubsections 3.04(a) or 3.03(b3.04(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with, that no Event of Default with respect to the any series of Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition whichthat, upon the giving of notice (or the acquisition of knowledge) or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other material instrument or agreement by which the Company is bound; and
(d) an Opinion of Counsel stating
(i) that the form and the terms of such Securities have been established by or pursuant to the authority granted in a Board Resolution or by a supplemental indenture as contemplated permitted by Sections 2.01 and 3.01 hereof in conformity with the provisions of this Indenture; and;
(ii) that such Securities, when executed and delivered by the Company, and authenticated and delivered by or on behalf of the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights, ’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities;
(iii) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance;
(iv) that the issuance of such Securities will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any applicable law or regulation that would normally be applicable to general business entities with respect to such issuance or result in any material violation of any indenture, mortgage or other agreement known to such counsel by which the Company or any of its subsidiaries is bound;
(v) that, solely with respect to the issuance of Exchange Securities, this Indenture is qualified under the Trust Indenture Act; and
(vi) such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 3.04 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunderHolders. Unless otherwise provided in the form of Securities of any particular series, each Each Security shall be dated the date of its authentication.
Appears in 1 contract
Authentication and Dating. 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. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, make available for delivery said Securities pursuant to a or upon the written order of the Company, signed by any Authorized Officer, without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection 6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Securities of such series as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingwhich shall also state:
(ia) that the form and terms of such Securities have has been established by or pursuant to a Board Resolution or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities have been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture;
(c) that such Securities, when executed authenticated and delivered by the Company, Trustee and authenticated and delivered issued by or on behalf of the Trustee Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company, enforceable ;
(d) that all laws and requirements in accordance respect of the execution and delivery by the Company of the Securities have been complied with their terms, subject to bankruptcy, insolvency, reorganization in all material respects and other laws that authentication and delivery of general applicability relating to or affecting the enforcement Securities by the Trustee will not violate the terms of creditors' rights, to general principles of equity and to the Indenture; and
(e) such other qualifications matters as such counsel shall conclude do not materially affect the rights of Holders of such SecuritiesTrustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, deliver any Securities under this Section 3.03 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 or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to existing Holders or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authenticationholders.
Appears in 1 contract
Authentication and Dating. 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 executed by the Company Company, together with the Guarantees endorsed thereon executed by the Guarantor, to the Trustee for authentication. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, make available for delivery said Securities pursuant to a or upon the written order of the Company, signed by its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice Presidents and by its Treasurer or any Assistant Treasurer, without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection 6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the CompanyCompany or the Guarantor as the case may be;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Securities of such series as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingprepared in accordance with Section 13.06 which shall also state:
(ia) that the form and terms of such Securities have has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture;
(c) that (i) such Debt Securities, when executed authenticated and delivered by the CompanyTrustee and issued by the Company and (ii) such Guarantees, and authenticated and delivered when issued by or on behalf of the Trustee Guarantor, in each case in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the CompanyCompany and the Guarantor, enforceable respectively;
(d) that all laws and requirements in accordance respect of the execution and delivery by the Company and the Guarantor of the Debt Securities and the Guarantees, respectively, have been complied with their terms, subject to bankruptcy, insolvency, reorganization and other laws that authentication and delivery of general applicability relating to or affecting the enforcement Securities by the Trustee will not violate the terms of creditors' rights, to general principles of equity and to the Indenture; and
(e) such other qualifications matters as such counsel shall conclude do not materially affect the rights of Holders of such SecuritiesTrustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 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 or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to existing Holders or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authenticationholders.
Appears in 1 contract
Authentication and Dating. 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 executed by the Company Company, together with the Guarantees endorsed thereon executed by the Guarantor, to the Trustee for authentication. Except as otherwise provided in this Article, and the Trustee shall thereupon authenticate and deliver, or cause to be authenticated and delivered, make available for delivery said Securities pursuant to a or upon the written order of the Company, signed by its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice Presidents and by its Treasurer or any Assistant Treasurer, without any further action by the Company Orderhereunder. In authenticating (or causing authentication of) such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the authentication of such Securities, and (subject to Sections 8.01 and 8.03 hereofSection
6.01) shall be fully protected in conclusively relying upon:
(a1) a copy of any Board Resolution or Resolutions relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the CompanyCompany or the Guarantor as the case may be;
(b2) an executed supplemental indenture, if any, relating thereto;
(c3) an Officer's Officers' Certificate setting forth the form and terms of the Securities of such series as established as contemplated by required pursuant to Sections 2.01 and 3.01 hereof (to the extent not set forth in the documents delivered pursuant to Subsection 3.03(a) or 3.03(b)) and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with2.03, that no Event of Default with respect to the Securities of any Series has occurred and is continuing and that the issuance of such Securities is not and will not result in (i) an Event of Default or an event or condition which, upon the giving of notice or the lapse of time or both, would become an Event of Default or (ii) a default under the provisions of any other instrument or agreement by which the Company is boundrespectively; and
(d4) an Opinion of Counsel statingprepared in accordance with Section 13.06 which shall also state:
(ia) that the form and terms of such Securities have has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as contemplated permitted by Sections Section 2.01 and 3.01 in conformity with the provisions of this Indenture; and;
(iib) that the terms of such Securities, when executed and delivered by the Company, and authenticated and delivered Securities have been established by or on behalf pursuant to a resolution of the Trustee in the manner and subject to any conditions specified in such Opinion Board of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to Directors or affecting the enforcement of creditors' rights, to general principles of equity and to such other qualifications by a supplemental indenture as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The Trustee shall have the right to decline to authenticate and deliver, or cause to be authenticated and delivered, any Securities under this Section 3.03 if the Trustee, being advised permitted 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 or would otherwise adversely affect its rights, duties, obligations or immunities hereunder. Unless otherwise provided in the form of Securities of any particular series, each Security shall be dated the date of its authentication.Section
Appears in 1 contract
Samples: Indenture (Countrywide Capital Ii)
