Common use of Execution and Authentication of Notes Clause in Contracts

Execution and Authentication of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretary. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Appears in 4 contracts

Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)

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Execution and Authentication of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretary. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.1116.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Execution and Authentication of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive an Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretary. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually executed or by facsimile by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.1116.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder Holder is entitled to the benefits of this Indenture. In case any officer of the Company Officer who shall have signed any of the Notes shall cease to be such officer Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the CompanyOfficer, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the CompanyOfficers, although at the date of the execution of this Indenture any such person was not such an officerOfficer. The Company shall deliver executed Notes to the Trustee with such Officers’ Certificate and Opinion of Counsel as the Trustee may require and a written order directing the Trustee to authenticate the Notes for issuance. Payment of the fees and expenses of Trustee’s counsel shall be a condition precedent to authentication of the Notes.

Appears in 1 contract

Samples: Indenture (GLG Partners, Inc.)

Execution and Authentication of Notes. The (A) After their authorization as provided in this Article, Notes may be executed by or on behalf of the Company and delivered to the Trustee for authentication. Each Note shall be signed executed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman any one or more Authorized Representatives of the Board of DirectorsCompany and its official seal or a facsimile thereof shall be thereunto affixed, Vice Chairman of the Board of Directorsimpressed, Chief Executive Officerimprinted, President, Chief Financial Officer engraved or any Vice President otherwise reproduced thereon and attested by its Treasurer the manual or any Assistant Treasurer, or its Secretary or any Assistant Secretary. The facsimile signature of the secretary or assistant secretary of the Company. (B) In case any officer who shall have signed, sealed or attested any of these officers the Notes shall cease to be such officer before the Notes so signed, sealed or attested shall have been authenticated and delivered by the Trustee, such Notes may nevertheless be authenticated and delivered as herein provided as if the person who so signed, sealed or attested such Notes had not ceased to be such officer. Any Note may be signed, sealed or attested on behalf of the Company by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such Note such person may not have held such office. (C) The Notes may be manual or facsimileshall each bear thereon a certificate of authentication, in the form set forth in the form of Note attached as Appendix A hereto, executed manually by the Trustee. Only such Notes as shall bear thereon a such certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of any right or benefit under this Indenture or and no Note shall be valid or obligatory for any purposepurpose until such certificate of authentication shall have been duly executed by the Trustee. Such certificate by of the Trustee (or such an authenticating agent) upon any Note executed by on behalf of the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder under this Indenture and that the holder thereof is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officerhereof.

Appears in 1 contract

Samples: Indenture of Trust (Allstate Financial Corp /Va/)

Execution and Authentication of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant SecretaryPresident. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer.

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Execution and Authentication of Notes. The Notes Each Note issued hereunder shall be signed in the name executed and delivered on behalf of the Company Owner Trust by the manual or facsimile signature one of its Chairman authorized signatories, be in fully registered form, be dated the date of the Board original issuance of Directors, Vice Chairman such Note and be in denominations of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretarynot less than $100,000. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Any Note may be signed on behalf of the Company by such persons asa Person who, at the actual date of the execution of such Note, shall be the proper officers is an authorized signatory of the Company, Owner Trust although at the nominal date of such Note such Person may not have been an authorized signatory of the execution of Owner Trust. No Note shall be secured by or be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication in the form contained on such person was not Note (or in the appropriate form provided for in any supplement hereto executed pursuant to Section 2.12), executed by the Indenture Trustee by the manual signature of one of its authorized officers, and such an officercertificate upon any Note shall be conclusive evidence that such Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall authenticate and deliver the 2017 Lessor Note and the 2029 Lessor Note for original issue in the respective aggregate principal amount specified in Section 2.2, upon a written order of the Owner Trust signed by the Owner Trust The Indenture Trustee shall authenticate and deliver Additional Lessor Notes, upon a written order of the Owner Trust executed by the Owner Trust and satisfaction of the conditions specified in Section 2.12. Such order shall specify the principal amount of the Additional Lessor Notes to be authenticated and the date on which the original issue of Additional Lessor Notes is to be authenticated.

Appears in 1 contract

Samples: Indenture of Trust and Security Agreement (Aes Eastern Energy Lp)

Execution and Authentication of Notes. The Notes Each Note issued hereunder shall be signed in the name executed and delivered on behalf of the Company Owner Lessor by the manual or facsimile signature one of its Chairman authorized signatories, be in fully registered form, be dated the date of the Board original issuance of Directors, Vice Chairman such Note and be in denominations of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretarynot less than $1,000. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Any Note may be signed on behalf of the Company by such persons asa Person who, at the actual date of the execution of such Note, shall be the proper officers is an authorized signatory of the Company, Owner Lessor although at the nominal date of such Note such Person may not have been an authorized signatory of the execution of Owner Lessor. No Note shall be secured by or be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication in the form contained in Exhibit C (or in the appropriate form provided for in any supplement hereto executed pursuant to Section 2.12 hereof), executed by the Lease Indenture Trustee by the manual signature of one of its authorized officers, and such person was not certificate upon any Note shall be conclusive evidence that such an officerNote has been duly authenticated and delivered hereunder. The Lease Indenture Trustee shall authenticate and deliver the Lessor Note for original issue on the Closing Date in the principal amount specified in Section 2.2. upon a written order of the Owner Lessor signed by the Lessor Manager. The Lease Indenture Trustee shall authenticate and deliver Additional Lessor Notes, upon a written order of the Owner Lessor executed by the Lessor Manager and satisfaction of the conditions specified in Section 2.12. Such order shall specify the principal amount of the Additional Lessor Notes to be authenticated and the date on which the original issue of Additional Lessor Notes is to be authenticated.

Appears in 1 contract

Samples: Indenture of Trust, Mortgage and Security Agreement (PPL Montana LLC)

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Execution and Authentication of Notes. The Notes Each Note issued hereunder shall be signed in the name executed and delivered on behalf of the Company Lessor by the manual or facsimile signature of its Chairman one of the Board Owner Trustee’s authorized signatories, be in fully registered form, be dated the date of Directors, Vice Chairman original issuance of the Board such Note and be in denominations of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretarynot less than $1,000. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Any Note may be signed on behalf of the Company by such persons asa Person who, at the actual date of the execution of such Note, shall be the proper officers is an authorized signatory of the Company, Owner Trustee although at the nominal date of such Note such Person may not have been an authorized signatory of the execution of Owner Trustee. No Note shall be secured by or be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication in the form contained in Exhibit C (or in the appropriate form provided for in any supplement hereto executed pursuant to Section 2.12 hereof), executed by the Indenture Trustee by the manual signature of one of its authorized officers, and such person was not certificate upon any Note shall be conclusive evidence that such an officerNote has been duly authenticated and delivered hereunder. The Indenture Trustee shall authenticate and deliver the Initial Notes for original issue on the Closing Date in the principal amount specified in Section 2.2, upon a written order of the Lessor. The Indenture Trustee shall authenticate and deliver Additional Notes, upon a written order of the Lessor and satisfaction of the conditions specified in Section 2.12. Such order shall specify the principal amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated.

Appears in 1 contract

Samples: Security Agreement (Firstenergy Corp)

Execution and Authentication of Notes. The Notes Each Note issued hereunder shall be signed in the name executed and delivered on behalf of the Company Owner Trust by the manual or facsimile signature one of its Chairman authorized signatories, be in fully registered form, be dated the date of the Board original issuance of Directors, Vice Chairman such Note and be in denominations of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretarynot less than $100,000. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Any Note may be signed on behalf of the Company by such persons asa Person who, at the actual date of the execution of such Note, shall be the proper officers is an authorized signatory of the Company, Owner Trust although at the nominal date of such Note such Person may not have been an authorized signatory of the execution of Owner Trust. No Note shall be secured by or be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication in the form contained on such person was not Note (or in the appropriate form provided for in any supplement hereto executed pursuant to Section 2.12), executed by the Indenture Trustee by the manual signature of one of its authorized officers, and such an officercertificate upon any Note shall be conclusive evidence that such Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall authenticate and deliver the 2016 Lessor Note and the 2020 Lessor Note for original issue in the respective aggregate principal amount specified in Section 2.2, upon a written order of the Owner Trust signed by the Owner Trust The Indenture Trustee shall authenticate and deliver Additional Lessor Notes, upon a written order of the Owner Trust executed by the Owner Trust and satisfaction of the conditions specified in Section 2.12. Such order shall specify the principal amount of the Additional Lessor Notes to be authenticated and the date on which the original issue of Additional Lessor Notes is to be authenticated.

Appears in 1 contract

Samples: Indenture of Trust and Security Agreement (Aes Eastern Energy Lp)

Execution and Authentication of Notes. The Notes Each Note issued hereunder shall be signed in the name executed and delivered on behalf of the Company Owner Lessor by the manual or facsimile signature one of its Chairman authorized signatories, be in fully registered form, be dated the date of the Board original issuance of Directors, Vice Chairman such Note and be in denominations of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer or any Vice President and attested by its Treasurer or any Assistant Treasurer, or its Secretary or any Assistant Secretarynot less than $1,000. The signature of any of these officers on the Notes may be manual or facsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, manually executed by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 15.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Company, and any Any Note may be signed on behalf of the Company by such persons asa Person who, at the actual date of the execution of such Note, shall be the proper officers is an authorized signatory of the Company, Owner Lessor although at the nominal date of such Note such Person may not have been an authorized signatory of the execution of Owner Lessor. No Note shall be secured by or be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication in the form contained in Exhibit E (or in the appropriate form provided for in any supplement hereto executed pursuant to Section 2.12), executed by the Lease Indenture Trustee by the manual signature of one of its authorized officers, and such person was not certificate upon any Note shall be conclusive evidence that such an officerNote has been duly authenticated and delivered hereunder. The Lease Indenture Trustee shall authenticate and deliver the Lessor Notes for original issue on the Closing Date in the respective aggregate principal amounts specified in Section 2.2, upon a written order of the Owner Lessor signed by the Lessor Manager. The Lease Indenture Trustee shall authenticate and deliver Additional Lessor Notes, upon a written order of the Owner Lessor executed by the Lessor Manager and satisfaction of the conditions specified in Section 2.12. Such order shall specify the principal amount of the Additional Lessor Notes to be authenticated and the date on which the original issue of Additional Lessor Notes is to be authenticated.

Appears in 1 contract

Samples: Indenture of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement (Dynegy Danskammer LLC)

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