Authentication and Delivery of Securities. The Issuer shall deliver the Securities to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. 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and (subject to Section 8.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 2 contracts
Samples: Trust Indenture (First Responder Systems & Technology Inc.), Trust Indenture (First Responder Systems & Technology Inc.)
Authentication and Delivery of Securities. The At any time and from time to time after the execution and delivery of this Indenture, the Issuer shall may deliver Securities of any series executed by the Securities Issuer to the Trustee for authentication together with the applicable documents referred to below in this Sectionauthentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer a Company Order. The maturity date, original issue date, interest rate and any other terms of the Securities (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. 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 receive, and (subject to Section 8.015.01) shall be fully protected in relying upon:
(a) any Board Resolution, unless Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and until such documents 2.07 by or pursuant to which the terms of the Securities were established;
(b) an Officers’ Certificates of the Issuer certifying the form and terms of the Securities, stating that the form and terms of the Securities have been superceded established as required pursuant to Sections 2.01 and 2.07 and comply with the Indenture;
(c) one or revokedmore Opinions of Counsel, an prepared in accordance with Section 10.05, to the effect that
(i) the form or forms and terms of such Securities have been established as required pursuant to Section 2.07 in conformity with the provisions of this Indenture; and
(ii) such Securities, when authenticated and delivered by the Trustee and issued by the Issuer Order requesting in the manner and subject to any conditions specified in such authentication Opinion of Counsel, will constitute valid and setting forth delivery instructions binding obligations of the Issuer enforceable against the Issuer in accordance with its terms.
(d) if the Securities being issued are not Original Issue Discount Securities, an Officers’ Certificate of the Issuer setting forth the Yield to be delivered Maturity for the Securities and any other facts required to compute amounts due on acceleration, unless such Yield to Maturity and other facts are specified in the Issuerform of the Securities. Any additional debt securities will have a separate CUSIP, ISIN, Common Code or other identifying number from the debt securities originally issued of such series, unless the additional debt securities are fungible with the originally issued debt securities of the same series for U.S. federal income tax purposes. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.08 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor DepositaryHolders.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 2 contracts
Samples: Indenture (Smith & Nephew PLC), Indenture (Smith & Nephew PLC)
Authentication and Delivery of Securities. The Issuer shall 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 Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities in accor dance with such Company Order, without any further action by the Company. Subject to Section 9.14(b) hereof, no Security shall be secured by or upon the order entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of the Issuer (contained authentication, in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to form provided for herein, executed manually by the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and certificate upon any other terms of the Securities (including Redemption Notice Periods) Security shall be determined by or pursuant to conclusive evidence, and the only evidence, that such Issuer Order Security has been duly authenticated and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingdelivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee (and, if applicable, the Authenticating Agent) shall be entitled to receive receive, and (subject to Section 8.019.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, :
(a) an Issuer Order requesting such authentication and setting forth delivery instructions if executed Series Supplemental Indenture;
(b) an Officers' Certificate of the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that Company (i) shall represent certifying as to resolutions of the Board of Directors of the Company authorizing the execution and shall be denominated delivery by the Company of such Series Supplemental Indenture and the issuance of such Securities and (ii) certifying that all conditions precedent under this Indenture to the Trustee's (or, if applicable, the Authenticating Agent's) authentication and delivery of such Securities have been complied with;
(c) fully executed counterparts (but not the originals thereof) of (i) the Lease Indentures under which were issued the Pledged Lessor Bonds relating to the Securities of such series and (ii) the Leases relating to such Pledged Lessor Bonds;
(d) the Pledged Lessor Bonds relating to the Securities of such series in an aggregate principal amount equal to not less than the aggregate principal amount of such series of Securities proposed to be authenticated and delivered;
(e) signed copies, either addressed to the Trustee or accompanied by statements that the Trustee may rely on such documents, of all certificates and opinions of counsel delivered (i) to the Company in connection with its receipt of the Pledged Lessor Bonds relating to the Securities issued and not yet cancelledof such series, (ii) shall be registered to the Owner Trustee and/or the Lease Indenture Trustee in connection with the name of the Depositary for such Registered Global Security or Securities or the nominee issuance of such DepositaryPledged Lessor Bonds, and (iii) shall be to the extent not covered by such opinions, opinions of Counsel to the Company or ELI (x) to the effect that (1) the form or forms axx the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture, (2) such Securities, when authenticated and delivered by the Trustee (or, if applicable, the 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 binding obligations of the Company, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (3) all requirements of the laws of the States of New York and Louisiana and of the General Corporation Law of the State of Delaware and of this Indenture, in respect of the execution and delivery by the Company of the Securities, have been complied with and (y) concerning such other matters as the Trustee may reasonably request; and
(f) in circumstances where the Pledged Lessor Bonds relating to such Depositary series of Securities are executed and delivered for the purposes described in Section 8(f) of the Facility Lease, (i) a certificate of an independent public accountant (who shall not be an employee of the Company, or pursuant ELI or any Affiliate of either thereof) to the effect thxx the principal amount of Securities to be authenticated does not exceed the Undivided Interest Percentage (as defined in such Depositary’s instructions Lease Indenture) of total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of any related Capital Improvement (as defined in such Lease Indenture) financed with the proceeds of such Pledged Lessor Bonds and (ivii) a certificate of an engineer, appraiser or other expert (who may be an officer or employee of ELI and who shall bear a legend substantially not be required to be independenx, except as would be required by Section 314(d)(3) of the Trust Indenture Act) to the following effect: “Unless effect that the Undivided Interest Percentage of the fair value of any such Capital Improvement as of its respective date of incorporation or installation was not less than the Undivided Interest Percentage of the total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of such Capital Improvement as of the date financed with the proceeds of such Pledged Lessor Bonds. Receipt by the Trustee of the Officers' Certificate referred to in clause (b) above shall be conclusively presumed for all purposes of this Indenture to establish that the documents referred to in such Officers' Certificate comply with the requirements of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and until it is exchanged 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 whole or in part for Securities in definitive registered form, this Security may Section 2.12 together with a written statement (which need not comply with Section 1.02 and need not be transferred except as a whole accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Depositary 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 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 Depositarybenefits hereof.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 2 contracts
Samples: Refunding Agreement (Entergy Louisiana Inc), Refunding Agreement (Entergy Louisiana Inc)
Authentication and Delivery of Securities. The Issuer shall may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Securities Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities (including Redemption Notice Periods) of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in the case of subparagraphs 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded superseded or revoked, :
(1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer; provided that, with respect to Securities of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee 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 an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing;
(2) any Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities and Coupons, if any, were established;
(3) an Officer’s Certificate setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if any, have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and
(4) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that:
(a) the form or forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture;
(b) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and
(c) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms and entitled to the benefits of this Indenture, subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally or (ii) the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). In rendering such opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its Subsidiaries and certificates of public officials. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securitiesseries, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 2.3 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.
Appears in 2 contracts
Samples: Supplemental Indenture (Safeway Stores 42, Inc.), Supplemental Indenture (Albertsons Companies, Inc.)
Authentication and Delivery of Securities. The Issuer shall At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series having attached thereto appropriate Coupons, if any, executed by the Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities Securities; provided, however, that in connection with its original issuance, no Unregistered Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that an Unregistered Security may be delivered in connection with its original issuance only if the Person entitled to receive such Unregistered Security shall have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of the date on which such Unregistered Security is delivered and the date on which any temporary Security first becomes exchangeable for such Unregistered Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Unregistered Security, then, for purposes of this Section and Section 2.11, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon the order exchange of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms a portion of the Securities (including Redemption Notice Periods) a temporary global Security shall be determined by or pursuant deemed to be delivered in connection with its original issuance of such Issuer Order and procedures. If provided for beneficial owner's interest in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingpermanent global Unregistered 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 (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer :
(1) a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the IssuerCompany;
(2) any Board Resolution, Officer's Certificate or supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms of the Securities of any such Series were established;
(3) an Officer's Certificate setting forth the form and terms of the Securities stating that the form and terms of the Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request;
(4) an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture;
(b) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;
(c) 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;
(d) all laws and requirements in respect of the execution and delivery by the Company have been complied with; and
(e) covering such other matters as the Trustee may reasonably request; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.4(l)-(4) with respect to any Tranche of such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered bv the Company for original issuance upon receipt by the Trustee of the applicable Company Notice. 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 by the Issuer Company or if the Trustee in good faith by its board issue of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee Securities pursuant to personal liability to existing Holders or would this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal a manner not reasonably acceptable to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor DepositaryTrustee.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 2 contracts
Samples: Indenture (Enhance Financial Services Group Inc), Indenture (Enhance Financial Services Group Inc)
Authentication and Delivery of Securities. The Issuer shall At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series having attached thereto appropriate Coupons, if any, executed by the Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities Securities; provided, however, that in connection with its original issuance, no Unregistered Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that an Unregistered Security may be delivered in connection with its original issuance only if the Person entitled to receive such Unregistered Security shall have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of the date on which such Unregistered Security is delivered and the date on which any temporary Security first becomes exchangeable for such Unregistered Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Unregistered Security, then, for purposes of this Section and Section 2.11, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon the order exchange of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms a portion of the Securities (including Redemption Notice Periods) a temporary global Security shall be determined by or pursuant deemed to be delivered in connection with its original issuance of such Issuer Order and procedures. If provided for beneficial owner's interest in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingpermanent global Unregistered 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 (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer :
(1) a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the IssuerCompany;
(2) any Board Resolution, Officer's Certificate and/or supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms of the Securities of any such Series were established;
(3) an Officer's Certificate setting forth the form and terms of the Securities stating that the form and terms of the Securities have been established pursuant to Section 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request;
(4) an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture;
(b) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;
(c) 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;
(d) all laws and requirements in respect of the execution and delivery by the Company have been complied with;
(e) covering such other matters as the Trustee may reasonably request; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.4(1)-(4) with respect to any Tranche of such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered by the Company for original issuance upon receipt by the Trustee of the applicable Company Notice. 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 by the Issuer Company or if the Trustee in good faith by its board issue of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee Securities pursuant to personal liability to existing Holders or would this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal a manner not reasonably acceptable to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor DepositaryTrustee.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 1 contract
Samples: Indenture (Cna Financial Corp)
Authentication and Delivery of Securities. The At any time and ----------------------------------------- from time to time after the execution and delivery of this Indenture, the Issuer shall may deliver Securities of any Series having attached thereto appropriate Coupons, if any, executed by the Securities Issuer to the Trustee for authentication authentication, together with an Issuer Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall thereupon authenticate and deliver such Securities Securities; provided, however, that in connection -------- ------- with its original issuance, no Unregistered Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, -------- ------- that an Unregistered Security may be delivered in connection with its original issuance only if the Person entitled to receive such Unregistered Security shall have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of the date on which such Unregistered Security is delivered and the date on which any temporary Security first becomes exchangeable for such Unregistered Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Unregistered Security, then, for purposes of this Section and Section 2.11, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon the order exchange of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms a portion of the Securities (including Redemption Notice Periods) a temporary global Security shall be determined by or pursuant deemed to be delivered in connection with its original issuance of such Issuer Order and procedures. If provided for beneficial owner's interest in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingpermanent global Unregistered 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 (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 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.:
Appears in 1 contract
Samples: Indenture (Dow Chemical Co /De/)
Authentication and Delivery of Securities. The Issuer shall At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series having attached thereto appropriate Coupons, if any, executed by the Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities Securities; provided, however, that in connection with its original issuance, no Unregistered Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that an Unregistered Security may be delivered in connection with its original issuance only if the Person entitled to receive such Unregistered Security shall have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of the date on which such Unregistered Security is delivered and the date on which any temporary Security first becomes exchangeable for such Unregistered Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Unregistered Security, then, for purposes of this Section and Section 2.11, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon the order exchange of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms a portion of the Securities (including Redemption Notice Periods) a temporary global Security shall be determined by or pursuant deemed to be delivered in connection with its original issuance of such Issuer Order and procedures. If provided for beneficial owner's interest in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingpermanent global Unregistered 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 (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer :
(1) a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the IssuerCompany;
(2) any Board Resolution, Officer's Certificate and/or supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms of the Securities of any such Series were established;
(3) an Officer's Certificate setting forth the form and terms of the Securities stating that the form and terms of the Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request;
(4) an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture;
(b) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;
(c) 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;
(d) all laws and requirements in respect of the execution and delivery by the Company have been complied with; and
(e) covering such other matters as the Trustee may reasonably request; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.4(1)-(4) with respect to any Tranche of such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered by the Company for original issuance upon receipt by the Trustee of the applicable Company Notice. 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 by the Issuer Company or if the Trustee in good faith by its board issue of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee Securities pursuant to personal liability to existing Holders or would this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal a manner not reasonably acceptable to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor DepositaryTrustee.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 1 contract
Samples: Indenture (Cna Financial Corp)
Authentication and Delivery of Securities. The Issuer shall 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 Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities in accor dance with such Company Order, without any further action (other than as set forth in Section 2.04(b)) by the Company. Subject to Section 9.14(b) hereof, no Security shall be secured by or upon the order entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of the Issuer (contained authentication, in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to form provided for herein, executed manually by the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and certificate upon any other terms of the Securities (including Redemption Notice Periods) Security shall be determined by or pursuant to conclusive evidence, and the only evidence, that such Issuer Order Security has been duly authenticated and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingdelivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee (and, if applicable, the Authenticating Agent) shall be entitled to receive receive, and (subject to Section 8.019.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, :
(a) an Issuer Order requesting such authentication and setting forth delivery instructions if executed Series Supplemental Indenture;
(b) an Officers' Certificate of the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that Company (i) shall represent and shall be denominated in an amount equal certifying as to the aggregate principal amount of all resolutions of the Securities issued Board of Directors of the Company authorizing the execution and not yet cancelleddelivery by the Company of such Series Supplemental Indenture and the issuance of such Securities, (ii) shall be registered in certifying that all conditions precedent under this Indenture to the name of Trustee's (or, if applicable, the Depositary for such Registered Global Security or Securities or the nominee Authenticating Agent's) authentication and delivery of such Depositary, Securities have been complied with and (iii) shall be certifying that the terms of the documents referred to in clauses (c) and (d) below are not inconsistent with the terms of this Indenture as then and theretofore supplemented;
(c) fully executed counterparts (but not the originals thereof) of (i) the Lease Indentures under which were issued the Pledged Lessor Bonds relating to the Securities of such series and (ii) the Leases relating to such Pledged Lessor Bonds; delivered (i) to the Company in connection with its purchase of the Pledged Lessor Bonds relating to the Securities of such series, (ii) to the Owner Trustee and/or the Lease Indenture Trustee in connection with the issuance of such Pledged Lessor Bonds, and (iii) to the extent not covered by such opinions, opinions of Counsel to the Company or LP&L (x) to the effect that (1) the form or forms and the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture, (2) such Securities, when authenticated and delivered by the Trustee (or, if applicable, the Authenticating Agent) and issued by the Company in the manner and subject to any conditions specified in such Depositary Opinion of Counsel, will constitute valid and binding obligations of the Company, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or pursuant hereafter in effect relating to such Depositary’s instructions creditors' rights generally and (iv3) shall bear a legend substantially to all requirements of the following effect: “Unless laws of the States of New York and until it is exchanged Louisiana and of the General Corporation Law of the State of Delaware and of this Indenture, in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole respect of the execution and delivery by the Depositary to the nominee Company of the Depositary or by a nominee of Securities, have been complied with and (y) concerning such other matters as 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.” Each Depositary designated pursuant to Section 2.03 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.Trustee may reasonably request;
Appears in 1 contract
Samples: Collateral Trust Indenture (Louisiana Power & Light Co /La/)
Authentication and Delivery of Securities. The Issuer shall At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series having attached thereto appropriate Coupons, if any, executed by the Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities Securities; provided, however, that in connection with its original issuance, no Unregistered Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that an Unregistered Security may be delivered in connection with its original issuance only if the Person entitled to receive such Unregistered Security shall have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of the date on which such Unregistered Security is delivered and the date on which any temporary Security first becomes exchangeable for such Unregistered Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Unregistered Security, then, for purposes of this Section and Section 2.11, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon the order exchange of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms a portion of the Securities (including Redemption Notice Periods) a temporary global Security shall be determined by or pursuant deemed to be delivered in connection with its original issuance of such Issuer Order and procedures. If provided for beneficial owner's interest in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingpermanent global Unregistered 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 (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer :
(1) a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the IssuerCompany;
(2) any Board Resolution, Officer's Certificate or supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms of the Securities of any such Series were established;
(3) an Officer's Certificate setting forth the form and terms of the Securities stating that the form and terms of the Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request;
(4) an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture;
(b) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;
(c) 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;
(d) all laws and requirements in respect of the execution and delivery by the Company have been complied with; and
(e) covering such other matters as the Trustee may reasonably request; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.4(l)-(4) with respect to any Tranche of such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered by the Company for original issuance upon receipt by the Trustee of the applicable Company Notice. 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 by the Issuer Company or if the Trustee in good faith by its board issue of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee Securities pursuant to personal liability to existing Holders or would this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal a manner not reasonably acceptable to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor DepositaryTrustee.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 1 contract
Authentication and Delivery of Securities. The Issuer shall Subject to Section 2.3 and to Sections 4.16 and 4.17 of the IDB Lease Agreement, at any time and from time to time after the execution and delivery of this Indenture, the IDB may deliver Securities of any series executed by an Authorized Officer of the Securities IDB to the Trustee for authentication authentication, together with an IDB Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities in accordance with such IDB Order, without any further action by the IDB. No Security shall be secured by or entitled to any benefit under this Indenture or upon the order be valid or obligatory for any purpose unless there appears on such Security a certificate of the Issuer (contained authentication, in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to form provided for herein, executed by the Trustee by the manual signature of any Authorized Trust Officer, and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and certificate upon any other terms of the Securities (including Redemption Notice Periods) Security shall be determined by or pursuant to conclusive evidence, and the only evidence, that such Issuer Order Security has been duly authenticated and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingdelivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive receive, and (subject to Section 8.01Section
9.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, :
(a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this executed Series Supplemental Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to the Securities of such series (other than the 1995 Bonds) and any amendment of the IDB Lease Agreement expressly providing that, for all purposes of this Indenture and the IDB Lease Agreement, the Tax-Exempt Project shall include any facilities being financed by the additional Securities and adjusting the payments under the IDB Lease Agreement to provide for payments by the Mobile Energy Parties of the amounts necessary to pay the principal of, premium, if any, and interest on such additional Securities;
(b) an Officer's Certificate of the IDB certifying (i) as to resolutions of the IDB authorizing the issuance of such Securities, authenticate the execution and deliver one or more Registered Global delivery of this Indenture (in the case of the 1995 Bonds) and the IDB Lease Agreement and (in the case of Securities other than the 1995 Bonds) the execution and delivery of the related Series Supplemental Indenture, (ii) that all conditions precedent under this Indenture to the Trustee's authentication and delivery of such Securities have been complied with and (iii) as to the incumbency of the persons named in such Officer's Certificate;
(c) an Opinion of Counsel to the effect that (i) shall represent the form or forms and shall be denominated the terms of such Securities have been established by a Series Supplemental Indenture (or, in an amount equal to the aggregate principal amount of all case of the Securities issued 1995 Bonds, by Section 2.17) as permitted by Sections 2.1 and not yet cancelled2.3 in accordance with the provisions of this Indenture, (ii) shall be registered the Securities of such series, when authenticated and made available for delivery by the Trustee and issued by the IDB in the name manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Depositary for IDB, enforceable against the IDB in accordance with their terms, except as such Registered Global Security enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or Securities affecting the enforcement of creditors' rights and remedies generally and (B) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and the nominee discretion of such Depositary, the court before which proceedings may be brought and (iii) all laws of the States of Alabama and New York and the requirements of this Indenture and the IDB Lease Agreement, in each case in respect of the execution and delivery by the IDB of such Securities, have been complied with;
(d) an Opinion of Counsel of Bond Counsel to the effect that the exemption from Federal income tax of the interest on the 1995 Bonds and any additional Securities theretofore issued will not be adversely affected by the issuance of the additional Securities being issued; and
(e) such other documents and evidence with respect to the IDB and the Mobile Energy Parties as the Trustee may reasonably request. Prior to the authentication and delivery of a series of Securities, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required by the related Series Supplemental Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the IDB, and the IDB shall deliver such Security to the Trustee for cancellation as provided in Section 2.12 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 IDB, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered by the Trustee to such Depositary hereunder and shall never have been or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially be entitled to 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 a nominee of such successor Depositarybenefits hereof.” Each Depositary designated pursuant to Section 2.03 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.
Appears in 1 contract
Authentication and Delivery of Securities. The Issuer shall Subject to Section 2.3, 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 Securities Mobile Energy Parties to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities in accordance with such Company Order, without any further action by the Company. No Security shall be secured by or entitled to any benefit under this Indenture or upon the order be valid or obligatory for any purpose unless there appears on such Security a certificate of the Issuer (contained authentication, in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to form provided for herein, executed by the Trustee by the manual signature of any Authorized Trust Officer, and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and certificate upon any other terms of the Securities (including Redemption Notice Periods) Security shall be determined by or pursuant to conclusive evidence, and the only evidence, that such Issuer Order Security has been duly authenticated and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingdelivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive receive, and (subject to Section 8.01Section
9.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, :
(a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this executed Series Supplemental Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to the Securities of such Securitiesseries;
(b) an Officer's Certificate of the Company certifying (i) as to resolutions of the Manager or Managers of the Company by or pursuant to which the terms of the Securities of such series were established, authenticate (ii) that all conditions precedent under this Indenture to the Trustee's authentication and deliver one or more Registered Global delivery of such Securities have been complied with and (iii) as to the incumbency of the persons named in such Officer's Certificate;
(c) an Officer's Certificate of Mobile Energy to the effect set forth in clause (b) above;
(d) an Opinion of Counsel to the effect that (i) shall represent the form or forms and shall be denominated the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.1 and 2.3 in an amount equal to accordance with the aggregate principal amount provisions of all of the Securities issued and not yet cancelledthis Indenture, (ii) shall be registered the Securities of such series, when authenticated and made available for delivery by the Trustee and issued by the Company and guaranteed by Mobile Energy in the name manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of each of the Depositary for Mobile Energy Parties, enforceable against such Registered Global Security Mobile Energy Party in accordance with their terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or Securities affecting the enforcement of creditors' rights and remedies generally and (B) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and the nominee discretion of such Depositary, the court before which proceedings may be brought and (iii) all laws of the State of Alabama and New York and the requirements of this Indenture, in each case in respect of the execution and delivery by the Mobile Energy Parties of such Securities, have been complied with; and
(e) such other documents and evidence with respect to the Mobile Energy Parties as the Trustee may reasonably request. Prior to the authentication and delivery of a series of Securities, the Trustee shall also receive such other funds, accounts, documents, certificates, instruments or opinions as may be required by the related Series Supplemental 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 2.12 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 by the Trustee to such Depositary hereunder and shall never have been or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially be entitled to 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 a nominee of such successor Depositarybenefits hereof.” Each Depositary designated pursuant to Section 2.03 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.
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Authentication and Delivery of Securities. The Issuer shall At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series having attached thereto appropriate Coupons, if any, executed by the Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities Securities; provided, however, that in connection with its original issuance, no Unregistered Security shall be mailed or otherwise delivered to any location in the United States; and provided, further, that an Unregistered Security may be delivered in connection with its original issuance only if the Person entitled to receive such Unregistered Security shall have furnished a certificate in the form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of the date on which such Unregistered Security is delivered and the date on which any temporary Security first becomes exchangeable for such Unregistered Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Unregistered Security, then, for purposes of this Section and Section 2.11, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon the order exchange of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms a portion of the Securities (including Redemption Notice Periods) a temporary global Security shall be determined by or pursuant deemed to be delivered in connection with its original issuance of such Issuer Order and procedures. If provided for beneficial owner's interest in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingpermanent global Unregistered 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 (subject to Section 8.016.1) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, an Issuer :
(1) a Company Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the IssuerCompany;
(2) any Board Resolution, Officer's Certificate or supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms of the Securities of any such Series were established;
(3) an Officer's Certificate setting forth the form and terms of the Securities stating that the form and terms of the Securities have been established pursuant to Sections
2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request;
(4) an Opinion of Counsel to the effect that:
(a) the form or forms and terms of such Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture;
(b) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;
(c) 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;
(d) all laws and requirements in respect of the execution and delivery by the Company have been complied with; and
(e) covering such other matters as the Trustee may reasonably request; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.4(l)-(4) with respect to any Tranche of such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered bv the Company for original issuance upon receipt by the Trustee of the applicable Company Notice. 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 by the Issuer Company or if the Trustee in good faith by its board issue of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee Securities pursuant to personal liability to existing Holders or would this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal a manner not reasonably acceptable to the aggregate principal amount of all of the Securities issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered 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 instructions and (iv) shall bear a legend substantially to 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 a nominee of such successor DepositaryTrustee.” Each Depositary designated pursuant to Section 2.03 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.
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Authentication and Delivery of Securities. The Issuer shall 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 Securities Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities in accor dance with such Company Order, without any further action by the Company. Subject to Section 9.14(b) hereof, no Security shall be secured by or upon the order entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of the Issuer (contained authentication, in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to form provided for herein, executed manually by the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and certificate upon any other terms of the Securities (including Redemption Notice Periods) Security shall be determined by or pursuant to conclusive evidence, and the only evidence, that such Issuer Order Security has been duly authenticated and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writingdelivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee (and, if applicable, the Authenticating Agent) shall be entitled to receive receive, and (subject to Section 8.019.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked, :
(a) an Issuer Order requesting such authentication and setting forth delivery instructions if executed Series Supplemental Indenture;
(b) an Officers' Certificate of the Securities are not to be delivered to the Issuer. 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 by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall reasonably determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such Securities, authenticate and deliver one or more Registered Global Securities that Company (i) shall represent certifying as to resolutions of the Board of Directors of the Company authorizing the execution and shall be denominated delivery by the Company of such Series Supplemental Indenture and the issuance of such Securities and (ii) certifying that all conditions precedent under this Indenture to the Trustee's (or, if applicable, the Authenticating Agent's) authentication and delivery of such Securities have been complied with;
(c) fully executed counterparts (but not the originals thereof) of (i) the Lease Indentures under which were issued the Pledged Lessor Bonds relating to the Securities of such series and (ii) the Leases relating to such Pledged Lessor Bonds;
(d) the Pledged Lessor Bonds relating to the Securities of such series in an aggregate principal amount equal to not less than the aggregate principal amount of such series of Securities proposed to be authenticated and delivered;
(e) signed copies, either addressed to the Trustee or accompanied by statements that the Trustee may rely on such documents, of all certificates and opinions of counsel delivered (i) to the Company in connection with its receipt of the Pledged Lessor Bonds relating to the Securities issued and not yet cancelledof such series, (ii) shall be registered to the Owner Trustee and/or the Lease Indenture Trustee in connection with the name of the Depositary for such Registered Global Security or Securities or the nominee issuance of such DepositaryPledged Lessor Bonds, and (iii) shall be to the extent not covered by such opinions, opinions of Counsel to the Company or XXX (x) to the effect that (1) the form or forms and the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture, (2) such Securities, when authenticated and delivered by the Trustee (or, if applicable, the 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 binding obligations of the Company, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (3) all requirements of the laws of the States of New York and Louisiana and of the General Corporation Law of the State of Delaware and of this Indenture, in respect of the execution and delivery by the Company of the Securities, have been complied with and (y) concerning such other matters as the Trustee may reasonably request; and
(f) in circumstances where the Pledged Lessor Bonds relating to such Depositary series of Securities are executed and delivered for the purposes described in Section 8(f) of the Facility Lease, (i) a certificate of an independent public accountant (who shall not be an employee of the Company, or pursuant XXX or any Affiliate of either thereof) to the effect that the principal amount of Securities to be authenticated does not exceed the Undivided Interest Percentage (as defined in such Depositary’s instructions Lease Indenture) of total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of any related Capital Improvement (as defined in such Lease Indenture) financed with the proceeds of such Pledged Lessor Bonds and (ivii) a certificate of an engineer, appraiser or other expert (who may be an officer or employee of XXX and who shall bear a legend substantially not be required to be independent, except as would be required by Section 314(d)(3) of the Trust Indenture Act) to the following effect: “Unless effect that the Undivided Interest Percentage of the fair value of any such Capital Improvement as of its respective date of incorporation or installation was not less than the Undivided Interest Percentage of the total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of such Capital Improvement as of the date financed with the proceeds of such Pledged Lessor Bonds. Receipt by the Trustee of the Officers' Certificate referred to in clause (b) above shall be conclusively presumed for all purposes of this Indenture to establish that the documents referred to in such Officers' Certificate comply with the requirements of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and until it is exchanged 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 whole or in part for Securities in definitive registered form, this Security may Section 2.12 together with a written statement (which need not comply with Section 1.02 and need not be transferred except as a whole accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Depositary 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 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 Depositarybenefits hereof.” Each Depositary designated pursuant to Section 2.03 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.
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