Common use of Electronic Signatures and Transmission Clause in Contracts

Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Suzano S.A.), First Supplemental Indenture (Suzano S.A.)

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Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for For purposes of this Base Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this other Indenture Documents or related hereto Related Documents, any reference to “written” or thereto (“in writing” means any form of written communication, including, without limitation, addendumselectronic signatures, amendmentsand any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, noticesincluding the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in this Indenture, Indenture Documents or Related Documents, that a document, including any Notes, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit AMERICAS 94962794 150 delivery thereof by Electronic Transmission; provided that upon the request of any Noteholder that any of its Notes be delivered in physical form, the Master Issuer and the Trustee shall cooperate to deliver such Notes to such Noteholder in physical form as soon as reasonably practicable, but in no more than ten (10) Business Days from the date of such request in any event. Notwithstanding anything to the contrary in this Base Indenture, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process. [Signature Pages Follow]

Appears in 1 contract

Samples: Supplement to Indenture (Planet Fitness, Inc.)

Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for For purposes of this Base Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture Documents or related hereto Related Documents, any reference to “written” or thereto (“in writing” means any form of written communication, including, without limitation, addendumselectronic signatures, amendmentsand any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, noticesincluding the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third partiesparties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in the Indenture, Indenture Documents or Related Documents, that a document, including any Notes, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission; provided that upon the request of any Noteholder that any of its Notes be delivered in physical form, the Issuer and the Trustee shall cooperate to deliver such Notes to such Noteholder in physical form as soon as reasonably practicable, but in no more than ten (10) Business Days from the date of such request in any event. Notwithstanding anything to the contrary in this Base Indenture, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

Appears in 1 contract

Samples: Sixth Supplement to Base Indenture (Wendy's Co)

Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.. [SIGNATURE PAGE TO FOLLOW IMMEDIATELY]

Appears in 1 contract

Samples: First Supplemental Indenture (Suzano S.A.)

Electronic Signatures and Transmission. Facsimile(a) For purposes of this Agreement, documents executedany reference to “written” or “in writing” means any form of written communication, scanned and transmitted electronically and including, without limitation, electronic signatures, including those created and any such written communication may be transmitted by electronic transmission. This Agreement, any documents to be delivered pursuant to this Agreement and any notices to be delivered to the Owner Trustee hereunder may be transmitted between the parties by e-mail to an e-mail address at which the recipient has consented to receive the same; provided that any instruction or transmitted through a software platform or application, notice to the Owner Trustee delivered by email shall not be deemed original signatures for purposes delivered until receipt of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having email has been confirmed by the same legal effect as original signaturesOwner Trustee. The term “electronic signature” shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each of the parties agree hereto agrees that this Indenture Agreement, any addendum or amendment hereto or any instrument, agreement or other document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) Agreement may be accepted, executed or agreed to by an authorized individual on behalf of the party through the use of of: (a) an electronic signature in accordance with the E-Sign Act, UETA or any applicable lawsstate law; (b) an original manual signature; or (c) a faxed, rules scanned or photocopied manual signature. Each electronic signature or faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and regulations admissibility in effect from time to time applicable to evidence as an original manual signature. Each of the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto are authorized to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto accept written instructions, directions, reports, notices or thereto. When the Trustee acts on any Executed Documentation sent other communications delivered by electronic transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission, ; and none of the Trustee will not be responsible or liable parties hereto shall have any liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that directions, reports, notices or other communications or information delivered to such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsparty, including, without limitation, the risk of such party acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. The Owner Trustee shall be not liable for, and shall be indemnified and held harmless by the Issuer and the Servicer in accordance with Section 8.2 of this Agreement against any loss arising out of the use of electronic or digital signatures and electronic methods of submission with respect to this Agreement and any documents or notices delivered pursuant to this Agreement or the related documents, including the risk of the Owner Trustee acting on unauthorized instructions instructions, and the risk of interception and misuse by third parties. (b) Any requirement in this Agreement that a document, including this Agreement, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit electronic signature and shall not be deemed to prohibit delivery thereof by electronic transmission. 29 Amended and Restated Trust Agreement (PFAST 20[ ]-[ ]) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written. [ ] , individually and as Owner Trustee By: Name: Title: as Depositor By: Name: Title: By: Name: Title: NUMBER 100% BENEFICIAL INTEREST R-[ _ ] Evidencing the 100% beneficial interest in all of the assets of the Issuer (as defined below), which consist primarily of motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles and sport utility vehicles. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED OR HELD (IN THE INITIAL ACQUISITION OR THROUGH A TRANSFER) BY OR FOR THE ACCOUNT OF OR WITH ANY ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (B) A PLAN DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF ANY EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN SUCH ENTITY OR (D) ANY PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). THIS CERTIFIES THAT [___________] is the registered owner of a 100% nonassessable, fully-paid beneficial interest in the Trust Estate of PORSCHE FINANCIAL AUTO SECURITIZATION TRUST 20[ ]-[ ], a Delaware statutory trust (the “Issuer”) formed by Porsche Auto Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”). The Issuer was created pursuant to a Trust Agreement dated as of [ ] (as amended and restated as of [ ], the “Trust Agreement”), between the Depositor and [ ], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in Appendix A to the Sale and Servicing Agreement, dated as of [ ], among the Depositor, as seller, the Issuer, [ ], as indenture trustee, and Porsche Financial Services, Inc., as servicer, as the same may be amended or supplemented from time to time. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The provisions and conditions of the Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein. The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. By accepting and holding this Certificate (or any interest herein), the holder hereof shall be deemed to have represented and warranted that it is not, and is not purchasing on behalf of, a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to Similar Law. By accepting and holding this Certificate (or any interest therein), the holder hereof shall be deemed to have represented and warranted that it is a United States person under Section 7701(a)(30) of the Code. It is the intention of the parties to the Trust Agreement that, solely for United States income, franchise and value added tax purposes, (i) so long as there is a single Certificateholder for United States federal income tax purposes, the Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder for United States federal income tax purposes, the Issuer will be treated as a partnership and (ii) the Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents the entire beneficial interest in the Issuer only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust Agreement or any other Transaction Document. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed. Dated:

Appears in 1 contract

Samples: Trust Agreement (Porsche Auto Funding LLC)

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Electronic Signatures and Transmission. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for For purposes of this Base Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture Documents or related hereto Related Documents, any reference to “written” or thereto (“in writing” means any form of written communication, including, without limitation, addendumselectronic signatures, amendmentsand any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, noticesincluding the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in the Indenture, Indenture Documents or Related Documents, that a document, including any Notes, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission; provided that upon the request of any Noteholder that any of its Notes be delivered in physical form, the Issuer and the Trustee shall cooperate to deliver such Notes to such Noteholder in physical form as soon as reasonably practicable, but in no more than ten (10) Business Days from the date of such request in any event. Notwithstanding anything to the contrary in this Base Indenture, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission shall be encrypted. The recipient of the Electronic Transmission shall be required to complete a one-time registration process

Appears in 1 contract

Samples: Base Indenture (Wendy's Co)

Electronic Signatures and Transmission. FacsimileFor purposes of this Series Supplement, documents executedany reference to "written" or "in writing" means any form of written communication, scanned and transmitted electronically and including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. "Electronic Transmission" means any form of communication not directly involving the physical transmission of paper, including those created the use of, or transmitted through a software platform participation in, one or application, shall be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and more electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture networks or any instrument, agreement databases (including one or document necessary for the consummation of the transactions contemplated by this Indenture more distributed electronic networks or related hereto or thereto databases (including, without limitation, addendumsOrbit, amendmentsDocuSign and AdobeSign)), noticesthat creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, communications with respect to the delivery of securities or the wire transfer of funds directions, reports, notices or other communications) (“Executed Documentation”) may be acceptedcommunications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, executed directions, reports, notices or agreed other communications or information by Electronic Transmission is, in fact, a Person authorized to through give such instructions, directions, reports, notices or other communications or information on behalf of the use of an electronic signature in accordance with applicable lawsparty purporting to send such Electronic Transmission, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on shall not have any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable liability for any losses, liabilities, costs or expenses arising directly incurred or indirectly from its sustained by any party as a result of such reliance upon and or compliance with such Executed Documentationinstructions, notwithstanding that such Executed Documentation (a) may not be an authorized directions, reports, notices or authentic communication of other communications or information to the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methodsTrustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions instructions, notices, reports or other communications or information, and the risk of interception and misuse by third partiesparties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in this Series Supplement that is to be signed or authenticated by "manual signature" or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Series Supplement, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

Appears in 1 contract

Samples: Series Supplement (Yum Brands Inc)

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