Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of the Issuer by manual or facsimile signature. If an authorized director of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 2 contracts

Samples: www.grupocodere.com, www.grupocodere.com

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Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,200,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Execution and Authentication. An One Officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an or its authenticating agent manually signs the certificate of authentication on the Noteas provided below. The Such signature shall be conclusive evidence that the Note has been authenticated in accordance with this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes and Exchange Notes under this Indenture. The Issuer Notes issued on the Issue Date and any Additional Notes subsequently issued shall execute be treated as a single class for all purposes under this Indenture. On the date hereof $150.0 million in aggregate principal amount of Notes will be authenticated by the Trustee and issued by the Company under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, as soon as reasonably practicable following upon receipt of a written order of the Company signed by at least one Officer and delivered to of the Trustee Company (an “Issuer Order”) "AUTHENTICATION ORDER"), authenticate the Notes for initial original issue on the Issue Date of up to in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the amount of €254,912,500 and any Additional Notes to be authenticated, whether the Notes are to be Global Notes or Definitive Notes, from time to time, subject to compliance at and the time of issuance date on which the original issue of such Additional Notes with the provisions of Section 4.06 of this Indentureis to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 2 contracts

Samples: Indenture (Ames True Temper, Inc.), Ames True Temper, Inc.

Execution and Authentication. An One Officer of the Issuer Company shall sign the Notes on behalf of the Issuer Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an authorized director Officer of the Issuer Company whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the NoteNote is authenticated, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee orTrustee, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The which signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee authenticate (an “Issuer Order”i) authenticate the Notes for initial original issue on the Initial Issue Date of up to an Date, Series A Notes in the aggregate principal amount of €254,912,500 $175,000,000, (ii) Exchange Notes for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Notes and (iii) any Additional amount of additional Notes specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (a) the amount of the Notes to be authenticated and the date of original issue thereof, and (b) whether the Notes are Series A Notes or Exchange Notes, from . The aggregate principal amount of Notes of any series outstanding at any time to time, subject to compliance at may not exceed the time aggregate principal amount of issuance Notes of such Additional series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.08 hereof. Subject to the foregoing, the aggregate principal amount of Notes with of any series that may be issued under the provisions of Section 4.06 of this IndentureIndenture shall not be limited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Company, or an Affiliate of the Issuerany of them. The Trustee or an authenticating agent Series A Notes and the Exchange Notes shall have be considered collectively to be a single class for all purposes of the right Indenture, including, without limitation, waivers, amendments, redemptions and offers to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holderspurchase.

Appears in 2 contracts

Samples: Indenture (Williams Companies Inc), Supplemental Indenture (Northwest Pipeline Corp)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the each Issuer by any one of the following: its Chairman, Chief Executive Officer, President or Chief Financial Officer and attested by any of the aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. The signature of any of these officers on the Notes may be manual or facsimile signaturefacsimile. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authenticated by the manual signature of a duly authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall execute be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, as soon as reasonably practicable following upon receipt of a written order of the Issuers signed by at least one Officer and delivered to the Trustee two Officers of each Issuer (an “Issuer Order”) "AUTHENTICATION ORDER"), authenticate the Notes for initial original issue on the Issue Date of up to in an aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of €254,912,500 Notes to be authenticated and any Additional Notes, from time the date on which the Notes are to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenturebe authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersIssuers.

Appears in 2 contracts

Samples: Rainbow Media Enterprises, Inc., Rainbow Media Enterprises, Inc.

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuers by two Officers of each Issuer by or an Officer and an Assistant Secretary of each Issuer. Such signature may be either manual or facsimile signaturefacsimile. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee authenticate (an “Issuer Order”i) authenticate the Notes for initial original issue on the Issue Date in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, and (ii) any Payment-in-Kind Notes as a result of up to PIK Interest for an aggregate principal amount specified in such Company Request for such Payment-in-Kind Notes issued hereunder. Each such Company Request shall specify the amount of €254,912,500 Notes to be authenticated and any Additional the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, from time as applicable, are to time, subject to compliance at be issued as Definitive Notes or Global Notes or such other information as the time of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureTrustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Issuers or an Affiliate of the IssuerAffiliate. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersNoteholders.

Appears in 2 contracts

Samples: Mobile Satellite (Skyterra Communications Inc), Harbinger Capital Partners Master Fund I, Ltd.

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each of the Issuer Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Dutch Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: First Supplemental Indenture (Stars Group Inc.), Indenture (Stars Group Inc.)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by an Officer (a) Original Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Original Notes and Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Original Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Indenture (GeoEye, Inc.), Indenture (GeoEye, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee ormanually, as the case may be, an authenticating agent manually electronically or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Execution and Authentication. An At least one Officer of shall execute the Issuer shall sign the 2017 B Notes on behalf of the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a 2017 B Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notesuch 2017 B Note is authenticated, the such 2017 B Note shall nevertheless be valid neverthelessvalid. A 2017 B Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the 2017 B Note has been duly authenticated and delivered under this Indenture. The Issuer shall execute and On the Issue Date, the Trustee shall, as soon as reasonably practicable following upon receipt of a written order signed by at least one Officer and delivered to the Trustee an Issuer Order (an “Issuer Authentication Order”) ), authenticate and deliver the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and Initial Notes. In addition, at any Additional Notestime, from time to time, subject to compliance at the time Trustee shall upon receipt of issuance of an Authentication Order authenticate and deliver any Additional 2017 B Notes and 2017 B Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional 2017 B Notes with the provisions of Section 4.06 of this Indentureor 2017 B Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the 2017 B Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate 2017 B Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 2 contracts

Samples: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Responsible Officer of the Issuer (i) the Initial Notes for original issue on the Closing Date in an aggregate principal amount of $135,000,000 and (ii) subject to the terms of this Indenture, the Additional Notes from time to time after the Closing Date in an aggregate principal amount not to exceed $40,000,000. Such written order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Closing Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Responsible Officer shall sign each of the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer a Responsible Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for nor shall it be entitled to any purpose benefit under this Indenture until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteNote by manual signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the NotesNotes on behalf of the Trustee by manual signature. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate the Notes whenever the Trustee may do soso by manual signature. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Indenture (Fresh Market Holdings, Inc.), Collateral Agreement (Fresh Market Holdings, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the Issuer date hereof in an aggregate principal amount of $800,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer MHGE Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to MHGE Holdings. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Supplemental Indenture (Installed Building Products, Inc.), Supplemental Indenture (Trimas Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the Issuer date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Supplemental Indenture (Athlon Energy Inc.), Supplemental Indenture (Athlon Energy Inc.)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of DIMAC Holdings, by manual or facsimile signature, by its Chairman of the Issuer Board, its President or one of its Vice Presidents and attested by another Officer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer form of Trustee's certificate of authentication to be borne by the Notes shall execute and be substantially as set forth in Exhibit A attached hereto. The Trustee shall authenticate Notes for original issue up to $30,000,000 aggregate principal amount. In addition, the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (shall authenticate PIK Notes from time upon an Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an . The aggregate principal amount of €254,912,500 and Notes outstanding at any Additional time may not exceed $30,000,000 plus the aggregate principal amount of PIK Notes issued pursuant to Section 1 of the Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of except as provided in Section 4.06 of this Indenture2.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer DIMAC Holdings to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer DIMAC Holdings or an Affiliate of the IssuerDIMAC Holdings. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the TrusteeUnless otherwise required by applicable law, being advised by counselDIMAC Holdings, determines that such action may not lawfully be taken or if the Trustee and any agent of DIMAC Holdings or an authenticating agent in good faith shall determine that such action would expose the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, regardless of whether such Note is overdue, and neither DIMAC Holdings, the Trustee nor any agent of DIMAC Holdings or an authenticating agent the Trustee shall be affected by notice to personal liability to existing Holdersthe contrary.

Appears in 2 contracts

Samples: Securities Purchase Agreement (DMW Worldwide Inc), Dimac Holdings Inc

Execution and Authentication. An The First Lien Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $495,032,000.00 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes on behalf of the for each Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the First Lien Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the First Lien Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The First Lien Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the First Lien Trustee may do so. Each reference in this Indenture to authentication by the First Lien Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Exchange Agreement (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)

Execution and Authentication. An Officer authorized managing director or directors or an authorized officer or officers (in each case individually, an “authorized officer”) of the Issuer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating authentication agent manually signs the certificate of authentication on the NoteNote by manual or facsimile signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Pursuant to an Issuer Order, the Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee shall authenticate (an “Issuer Order”a) authenticate the Original Notes for initial original issue on the Issue Date of up to an aggregate principal amount of €254,912,500 345,000,000 and any (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 2.15. Any issue of this IndentureAdditional Notes that is to utilize the same ISIN or Common Code number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of U.S. Treas. Reg. 1.1275-2(k)(3), or any successor provision, all as in effect at the time of further issue) of the issue of notes having the shared ISIN or Common Code number, as the case may be. The aggregate principal amount of Notes outstanding shall not exceed the amount set forth herein except as provided in Section 2.07 and Section 2.15. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating authentication agent has the same rights as any Registrar, co-Registrar, Registrar Transfer Agent, Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 2 contracts

Samples: Invitel Holdings a/S, Invitel Holdings a/S

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of for the Issuer Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 2 contracts

Samples: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuer Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $3,140,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 2 contracts

Samples: Supplemental Indenture (ADT, Inc.), Supplemental Indenture (ADT, Inc.)

Execution and Authentication. An Officer of the Issuer shall ‌ Two Officers must sign the Notes on behalf for the Company by manual, facsimile or electronic signature (including “.pdf” or any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Issuer by manual Electronic Signatures and Records Act or facsimile signatureother applicable law, e.g., xxx.xxxxxxxx.xxx). If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid, so long as the Officer held office at the time the Note was signed by such Officer on behalf of the Company. A Note shall will not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shallwill, as soon as reasonably practicable following upon receipt of a written order of the Company signed by at least one an Officer and delivered to the Trustee (an “Issuer Authentication Order”), authenticate (i) authenticate the Notes for initial original issue on the Issue Date of that may be validly issued under this Indenture up to the aggregate principal amount of the Initial Notes and (ii) subject to the terms of this Indenture, any PIK Notes in an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance be determined at the time of issuance and specified therein. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. Such Authentication Orders shall specify the principal amount of the Notes to be authenticated, the date on which the Notes are to be authenticated, the number of separate Notes certificates to be authenticated, the registered Holder of each such Additional Notes with the provisions of Section 4.06 of this IndentureNote and delivery instructions. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentAgent. An authenticating agent Agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the IssuerCompany. The Trustee or Initial Notes to be authenticated on the Issue Date shall reflect an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersaggregate principal amount of U.S.$1,888,434.

Appears in 1 contract

Samples: Intercreditor Agreement

Execution and Authentication. An At least one Officer of the Issuer shall must sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee a Note is authenticated or the authenticating agent (as the case may be) authenticates the Noteat any time thereafter, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Authenticating Agent shall execute authenticate the Dollar Notes on the Issue Date in an aggregate principal amount of $400,000,000 and the Trustee shall, as soon as reasonably practicable following Euro Notes on the Issue Date in an aggregate principal amount of €460,000,000 upon receipt of a written an authentication order signed by at least one Officer of the Issuer directing the Authenticating Agent to authenticate the Notes and delivered certifying that all conditions precedent to the Trustee issuance of the Notes contained herein have been complied with (an “Issuer Authentication Order”) ). The Authenticating Agent shall authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with upon receipt of an Authentication Order relating thereto. Each Note shall be dated the provisions date of Section 4.06 of this Indentureits authentication. The Trustee may authenticate Notes as the Issuer’s Authenticating Agent. The Trustee may appoint an authenticating agent reasonably additional Authenticating Agent or Agents acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as the Trustee in any Registrardealings hereunder with any of the Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated hereunder by the Trustee, co-Registrarand every reference in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Issuer and shall at all times be a corporation organized and doing business under, Transfer or licensed to do business pursuant to, the laws of the United States of America (including any State thereof or the District of Columbia) or a jurisdiction in the European Union and authorized under such laws to act as Authenticating Agent, subject to supervision or Paying examination by governmental authorities, if applicable. If at any time an Authenticating Agent shall cease to deal be eligible in accordance with the provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 2.02. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section 2.02, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and the Issuer. Each of the Trustee and the Issuer may at any time terminate the agency of an Authenticating Agent by giving written notice of the termination to that Authenticating Agent and the Issuer or an Affiliate the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, the Trustee may appoint a successor Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all of the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 2.02. The Trustee or an authenticating agent shall have the right Issuer agrees to decline pay to authenticate and deliver any Notes each Authenticating Agent from time to time reasonable compensation for its services under this Section 2.02 if 2.02. If an Authenticating Agent is appointed with respect to the Notes pursuant to this Section 2.02, the Notes may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, being advised by counselan alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.as Authenticating Agent By: Authorized Signatory”

Appears in 1 contract

Samples: Supplemental Indenture (Liberty Global PLC)

Execution and Authentication. An One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual manual, facsimile or facsimile electronic signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute authenticate and make available for delivery Notes as set forth in the Appendix. On the Issue Date, the Trustee shallshall authenticate and deliver $500,000,000 of 4.625% Senior Secured Notes due 2028 and, as soon as reasonably practicable following receipt of a written order signed by at least one Officer any time and delivered from time to time thereafter, the Trustee (an “Issuer Order”) shall authenticate the and deliver Notes for initial original issue on the Issue Date of up to in an aggregate principal amount specified in such order, in each case upon a written order of €254,912,500 the Issuer signed by one Officer (the “Authentication Order”). Such order shall specify the amount of the Notes to be authenticated and any Additional Notesthe date on which the original issue of Notes is to be authenticated and, from time to time, subject to compliance at in the time case of an issuance of such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with the provisions of Section Sections 2.13, 4.06 of this Indentureand 4.10. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent appointed by the Trustee may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent appointed by the Trustee has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Graftech International LTD)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the Issuer date hereof in an aggregate principal amount of $750,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (MBOW Four Star, L.L.C.)

Execution and Authentication. An Officer The Trustee or its Authenticating Agent shall authenticate and make available for delivery upon a written order of the Issuer signed by one or more officers, directors or authorized signatories of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof of $550,000,000 in aggregate principal amount of 7.625% Senior Secured Notes due 2025 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiples of $1,000 in excess thereof whether such Additional Notes are of the same or a different series than the Initial Notes. Prior to the authentication of the Initial Notes, the Trustee shall receive an Officer’s Certificate and Opinion of Counsel in accordance with Section 12.04. One or more officers, directors or authorized signatories of the Issuer shall sign the Notes on behalf of for the Issuer by manual manual, electronic or facsimile signature. If an officer, director or authorized director of the Issuer signatory whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) its Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent or its Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint one or more authenticating agents (each an authenticating agent “Authenticating Agent”) reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Acceptable Intercreditor Agreement (Dave & Buster's Entertainment, Inc.)

Execution and Authentication. An Officer of the Issuer Company shall sign the Notes on behalf of the Issuer Company by manual or facsimile signature. If an authorized director Officer of the Issuer Company whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and On the Trustee shallInitial Issuance Date, as soon as reasonably practicable following upon receipt of a written order signed by at least one Officer and delivered to of the Company, the Trustee (an “Issuer Order”) shall authenticate and deliver $500,000,000 aggregate principal amount of 7.25% Senior Secured First Lien Notes due 2023 for original issue and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for initial original issue on the Issue Date of up to in an aggregate principal amount specified in a written order of €254,912,500 the Company. Such order shall specify the aggregate principal amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and any to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional NotesNotes pursuant to Section 2.13 after the Initial Issuance Date, from time to time, subject to shall certify that such issuance is in compliance with Section 4.09. The Trustee shall also authenticate and deliver Notes at the time times and in the manner specified in Sections 2.06, 2.07, 2.09, 3.06, 3.09, 4.10, 4.15 and 9.05 and Sections 2.3 and 2.4 of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureAppendix. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (Sanchez Energy Corp)

Execution and Authentication. An One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Issuer A Note shall execute be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer shall authenticate and delivered to make available for delivery: (1) the Trustee (an “Issuer Order”) authenticate the Initial Notes for initial original issue on the Issue Date of up to in an aggregate principal amount of €254,912,500 and any Additional $545,000,000 in the form of unrestricted Global Notes, from time to time, (2) subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 terms of this Indenture, Additional Notes for original issue in exchange for 2022 Notes in accordance with Section 3.3(b)(13) and (3) PIK Notes for original issue in accordance with Section 2.4 and paragraph 1 of the form of Note set forth in Exhibit A, in each case upon a written order of the Issuer signed by one Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, whether the Notes will be Initial Notes, Additional Notes or PIK Notes and the date on which such Notes are to be authenticated. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with or agent for delivery of notices and demands. In case the Issuer or any Guarantor shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Affiliate entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee in accordance with Article IV, as applicable, any of the Issuer. The Trustee Notes authenticated or an authenticating agent shall have delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person (in the case of Global Notes, subject to decline to authenticate the applicable procedures of DTC) with such changes in phraseology and deliver any form as may be appropriate, but otherwise in substance of like tenor as the Notes under this Section 2.02 if surrendered for such exchange and of like principal amount; and the Trustee, being advised by counselupon Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee or an authenticating agent option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersnew name.

Appears in 1 contract

Samples: Indenture (Ultra Petroleum Corp)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer Company signed by one Officer (an “Authentication Order”) (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $125,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be entitled to any benefit under this Indenture or valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Homefed Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $600,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (MULTI COLOR Corp)

Execution and Authentication. An Officer of the Issuer shall sign the Notes Managing General Partner, on behalf of the Issuer Company (or the Company if the Company is a corporation), and Olympus Capital shall sign the Senior Notes for the Issuers by manual or facsimile signature. The Company's seal shall be reproduced on the Senior Notes and may be in facsimile form. If an authorized director of the Issuer Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Senior Note is authenticated, the Senior Note shall nevertheless be valid neverthelessvalid. A Senior Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of upon a written order of the Issuers signed by at least one an Officer of the Managing General Partner on behalf of the Company (or the Company if the Company is a corporation) and delivered Olympus Capital, authenticate Series A Senior Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Senior Notes, in the case of Series A Senior Notes other than a Regulation S Temporary Global Note, and the second paragraph of the Senior Notes, in the case of a Regulation S Temporary Global Note. The Trustee (shall, upon a written order of the Issuers signed by an “Issuer Order”Officer of the Managing General Partner on behalf of the Company for the Company if the Company is a corporation) and Olympus Capital, authenticate the Series B Senior Notes for initial original issue on the Issue Date of up to an the aggregate principal amount of €254,912,500 and Series A Senior Notes exchanged in the Exchange Offer or otherwise exchanged for Series A Senior Notes pursuant to the terms of the Registration Rights Agreement. The aggregate principal amount of Senior Notes outstanding at any Additional Notes, from time to time, subject to compliance at the time of issuance of may not exceed such Additional Notes with the provisions of amounts except as provided in Section 4.06 of this Indenture2.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Senior Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersIssuers.

Appears in 1 contract

Samples: Adelphia Communications Corp

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer by at least one Officer. The signature of any Officer on the Notes may be manual or facsimile signaturesignatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. If Notes bearing the manual or facsimile signature of an authorized director individual who was at any time the proper officer of the Issuer whose signature is on a Note no longer holds shall bind the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or for authentication, together with an Issuer Order (together with an Opinion of Counsel) for the authenticating agent (as authentication and delivery of such Notes, and the case may be) authenticates the Note, the Note Trustee in accordance with such Issuer Order shall be valid neverthelessauthenticate and deliver such Notes. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Issuer shall execute and deliver the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to Initial Notes in the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 $250,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, from time specifying the principal amount of and registered holder of each Note, directing the Trustee to time, subject authenticate the Additional Notes and deliver the same to compliance at the time of issuance of persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes with to be authenticated and the provisions date on which the original issue of Section 4.06 of this Indenture. Notes is to be authenticated The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of either of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersIssuers.

Appears in 1 contract

Samples: Supplemental Indenture (Atlas Resource Partners, L.P.)

Execution and Authentication. An Two Officers, or an Officer of the Issuer and a Secretary or an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or a Secretary or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Senior Notes on behalf of for the Issuer Company by manual or facsimile signature. Each Subsidiary Guarantor shall execute a Subsidiary Guarantee in the manner set forth in Section 11.02. If an authorized director of the Issuer Officer whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Senior Notes for initial original issue on in the Issue Date of up to an aggregate principal amount of €254,912,500 up to $150,000,000 upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Senior Notes to be authenticated and the date on which the Senior Notes are to be authenticated. The aggregate principal amount of Senior Notes outstanding at any Additional Notestime may not exceed $150,000,000, from time except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Senior Notes in substitution of Senior Notes originally issued to time, subject to compliance at reflect any name change of the time of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureCompany. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Senior Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the IssuerCompany. The Trustee or an authenticating agent Senior Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersintegral multiple thereof.

Appears in 1 contract

Samples: Pledge Agreement (Delta Financial Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Trimas Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, including Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signaturePDF signature or other electronic signature acceptable to the Trustee (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law). If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (TopBuild Corp)

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of for the Issuer Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $400,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteNote by manual, facsimile or electronic signature, provided that any electronic signature is a true representation of the signer’s actual signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 1 contract

Samples: Indenture (Blackstone Mortgage Trust, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $2,500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. The Notes (in global or definitive form) shall be signed by the Issuer. One Officer of the Issuer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Dollar Tree Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $267,325,841 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1 and integral multiples of $1 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee ormanually, as the case may be, an authenticating agent manually electronically or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Rackspace Technology, Inc.)

Execution and Authentication. An Officer of the Issuer Company shall sign the Notes on behalf of for the Issuer Company by manual or facsimile signaturesignature and the Notes shall be attested to by another Officer of the Company. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. Each Guarantor, if any, shall execute a Guarantee in the manner set forth in Section 10.7. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shallTrustee, as soon as reasonably practicable following receipt of upon a written order of the Company signed by at least one Officer two Officers of the Company, together with the other documents required by Sections 12.4 and delivered to the Trustee 12.5, shall authenticate (an “Issuer Order”i) authenticate the Series A Notes for initial original issue on the Issue Date of up to an in the aggregate principal amount of €254,912,500 not to exceed $190.0 million and any (ii) subsequent to the Issue Date and subject to Section 4.9, Additional Notes. The Trustee, from time upon written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 12.4 and 12.5, shall authenticate Series B Notes; provided that such Series B Notes shall be issuable only upon the valid surrender for cancellation of Series A Notes of a like aggregate principal amount in accordance with the Exchange Offer or an exchange offer specified in any registration rights agreement relating to time, subject to compliance at the time of issuance of such Additional Notes or in connection with one or more registered public offerings of Additional Notes. Such written order of the Company shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the provisions Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Section 4.06 of this IndentureControl Offers and Net Proceeds Offers. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Company or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 1 contract

Samples: Indenture (Total Gas & Electricity (PA) Inc)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $830,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile electronic (including PDF) signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (XPO, Inc.)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of each of the Issuer Issuers, by manual or facsimile signature, by its Manager, Chairman of the Board, its President or one of its Vice Presidents and attested by another Officer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer form of Trustee's certificate of authentication to be borne by the Notes shall execute and the be substantially as set forth in Exhibit A attached hereto. The Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered upon an Issuers Order, authenticate for original issue Notes in any aggregate principal amount. Subject to Section 4.9, the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 Notes that may be authenticated and any Additional Notesdelivered under this Indenture is unlimited; provided, from time to time, subject to compliance at that additional Notes issued after the time Issue Date may not be issued with original issue discount as determined under section 1271 et seq. of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureCode. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Issuers or an Affiliate of either of the IssuerIssuers. The Issuers, the Trustee and any agent of either of the Issuers or an authenticating agent shall have the right Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to decline the provisions of this Indenture and the Notes with respect to authenticate record dates) interest on such Note and deliver any Notes under this Section 2.02 if for all other purposes whatsoever, regardless of whether such Note is overdue, and none of the TrusteeIssuers, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating any agent in good faith shall determine that such action would expose of any of the Issuers or the Trustee or an authenticating agent shall be affected by notice to personal liability to existing Holdersthe contrary.

Appears in 1 contract

Samples: Intercreditor Agreement (Peninsula Gaming Corp)

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent signs manually signs or by facsimile the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute authenticate and make available for delivery Notes for original issue in the Trustee shall, as soon as reasonably practicable following aggregate principal amount of $300,000,000 (or up to $345,000,000 to the extent the Underwriters exercise their over-allotment option under the Underwriting Agreement in full) upon receipt of a written order or orders of the Company signed by at least one an Officer and delivered to of the Trustee Company (an a Issuer Company Order”) authenticate ). The Company Order shall specify the amount of Notes for to be authenticated, shall provide that all such Notes will be represented by a Global Note and the date on which each original issue of Notes is to be authenticated. The initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and Notes outstanding at any Additional Notes, from time may not exceed $300,000,000 (or $345,000,000 to time, subject to compliance at the time of issuance of such Additional Notes with extent the provisions of Underwriters exercise their over-allotment option under the Underwriting Agreement in full) except as provided in Section 4.06 of this Indenture2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has shall have the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Company or an Affiliate of the IssuerCompany. The Trustee or an authenticating agent Notes shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver only in denominations of $1,000 principal amount and any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersintegral multiple thereof.

Appears in 1 contract

Samples: Indenture (SAVVIS, Inc.)

Execution and Authentication. An Officer of the Issuer shall ‌ Two Officers must sign the Notes on behalf for the Company by manual, facsimile or electronic signature (including “.pdf” or any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Issuer by manual Electronic Signatures and Records Act or facsimile signatureother applicable law, e.g., xxx.xxxxxxxx.xxx). If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid, so long as the Officer held office at the time the Note was signed by such Officer on behalf of the Company. A Note shall will not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shallwill, as soon as reasonably practicable following upon receipt of a written order of the Company signed by at least one an Officer and delivered to the Trustee (an “Issuer Authentication Order”), authenticate (i) authenticate the Notes for initial original issue on the Issue Date of that may be validly issued under this Indenture up to the aggregate principal amount of the Initial Notes and (ii) subject to the terms of this Indenture, any PIK Notes in an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance be determined at the time of issuance and specified therein. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. Such Authentication Orders shall specify the principal amount of the Notes to be authenticated, the date on which the Notes are to be authenticated, the number of separate Notes certificates to be authenticated, the registered Holder of each such Additional Notes with the provisions of Section 4.06 of this IndentureNote and delivery instructions. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the IssuerCompany. The Trustee or Initial Notes to be authenticated on the Issue Date shall reflect an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersaggregate principal amount of U.S.$278,300,000.

Appears in 1 contract

Samples: www.theconstellation.com

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $250,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (MULTI COLOR Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $325,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Wabash National Corp /De)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer Issuers signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $250,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000 and integral multiples of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuers and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Graham Packaging Holdings Co

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $585,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile electronic (including PDF) signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (XPO, Inc.)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer and an Opinion of Counsel (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $270,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. At least one Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (Acco Brands Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (XPO Logistics, Inc.)

Execution and Authentication. An At least one Officer of the Issuer shall sign the Notes on behalf of the for each Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and On the Issue Date, the Trustee shallshall authenticate and deliver $1,000,000,000 of 5.750% Senior Secured Notes due 2026 and, as soon as reasonably practicable following receipt of a written order signed by at least one Officer any time and delivered from time to time thereafter, the Trustee (an “Issuer Order”) shall authenticate the and deliver Notes for initial original issue on the Issue Date of up to in an aggregate principal amount specified in such order, in each case upon a written order of €254,912,500 each Issuer signed by two Officers or by an Officer and any an Assistant Secretary of each Issuer (each an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional NotesNotes or such other information as the Trustee shall reasonably request and, from time to time, subject to compliance at in the time case of an issuance of such Additional Notes pursuant to Section 2.14 hereof after the Issue Date, shall certify that such issuance is in compliance with the provisions of Section 4.06 of this IndentureSections 4.08 and 4.10 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as the Registrar or any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with or agent for service of notices and demands. In authenticating the Issuer or an Affiliate of Notes, and accepting the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes additional responsibilities under this Section 2.02 if Indenture in relation to the TrusteeNotes, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent shall receive, and shall be fully protected in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.relying upon:

Appears in 1 contract

Samples: Indenture (Brookfield Property REIT Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered Holder of each of the Notes and delivery instructions. For the avoidance of doubt, the Issuer will not be required to deliver an Opinion of Counsel with respect to the authentication of the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Amn Healthcare Services Inc)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat LTD)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the Issuer date hereof in an aggregate principal amount of $800,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Everest Acquisition Finance Inc.)

Execution and Authentication. An One Officer of the Issuer shall sign the Notes on behalf of the for each Issuer by manual manual, facsimile or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Issuer A Note shall execute be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer shall authenticate and delivered to the Trustee make available for delivery (an “Issuer Order”1) authenticate the Dollar Notes for initial issue issued on the Issue Date in an aggregate principal amount of up to $300,000,000 and Euro Notes issued on the Issue Date in an aggregate principal amount of €254,912,500 and any Additional Notes375,000,000, from time to time, (2) subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of each Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-RegistrarPaying Agent or agent for service of notices and demands. In case either Issuer or any Guarantor, Transfer Agentpursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or Paying Agent to deal surviving such merger, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or an authenticating agent delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee or an authenticating agent option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersnew name.

Appears in 1 contract

Samples: Indenture (Trinseo S.A.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $450,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile electronic (including PDF) signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (XPO, Inc.)

Execution and Authentication. An Officer of the Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee authenticate (an “Issuer Order”i) authenticate the Initial Notes for initial original issue on in the Issue Date of up to an aggregate principal amount not to exceed $50,000,000 plus the amount by which Noteholder Cash (as defined in the Plan) is less than $90.0 million; and (ii) subject to compliance with Sections 2.02 and 2.19, Additional Notes upon written orders of €254,912,500 and the Issuers in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of any issuance of Additional Notes, from time certify that such issuance is in compliance with Sections 2.02 and 2.19. In addition, each Officers’ Certificate shall specify the amount of Notes to timebe authenticated and the date on which the Notes are to be authenticated, subject whether the Notes are to compliance at be Initial Notes or Additional Notes, and shall further specify the time of issuance amount of such Additional Notes with to be issued as Global Notes or Physical Notes. All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the provisions of Section 4.06 of this Indentureright to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such authenticating agent an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Issuers and Affiliates of the IssuerIssuers. The Trustee or an authenticating agent Notes shall have the right to decline to authenticate be issuable in fully registered form only, without coupons, in denominations of $1.00 in principal amount and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersintegral multiple thereof.

Appears in 1 contract

Samples: Indenture, (Tcby of Australia, Inc.)

Execution and Authentication. An At least one Officer of the each Issuer shall sign execute the Notes on behalf of the each Issuer by manual or facsimile signature. If an authorized director Officer of the an Issuer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of the Trustee orExhibit A attached hereto, as the case may be, an authenticating agent manually signs by the certificate manual signature of authentication on a Responsible Officer of the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Issuer Trustee shall execute authenticate and deliver from time to time the Trustee shall, as soon as reasonably practicable following receipt Initial Notes for issue in a principal amount of $600,000,000 upon a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Authentication Order”) of the Issuers signed by two Officers of the Issuers. In addition, the Trustee shall authenticate and deliver from time to time upon receipt of an Authentication Order and satisfaction of any other conditions precedent hereunder, Additional Notes in an amount specified therein (to the extent permitted hereunder). Such Authentication Order shall specify the amount of the Notes for initial to be authenticated, the date on which the original issue on of Notes is to be authenticated, whether the Issue Date Notes are to be Definitive Notes or Global Notes, the number of up separate Note certificates, the registered holder of each of the Notes and delivery instructions and whether or not the Notes are to an aggregate principal amount of €254,912,500 and any be Initial Notes or Additional Notes, from time to time, subject to compliance at and such other information as the time of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureTrustee may reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (CDW Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of the Issuer Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,300,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (ADT Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date ​ ​ hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, including Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signaturePDF signature or other electronic signature acceptable to the Trustee (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law). If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (TopBuild Corp)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer by its Chairman of the Board of Directors, its President, its Chief Executive Officer, its Chief Financial Officer, one of its Executive or Senior Vice Presidents or its Treasurer or Assistant Treasurer. The signature of any of these officers may be manual or facsimile signaturefacsimile. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute authenticate and the Trustee shall, as soon as reasonably practicable following receipt of make available for delivery upon a written order of the Issuer signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the two of its Officers, Notes for initial original issue on the Issue Date of up to date hereof in an aggregate principal amount of €254,912,500 $[ ]. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of may not exceed $[ ] except as provided in Section 4.06 of this Indenture2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each After any such appointment, each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), co-Registrar, Transfer Agent, or Paying Agent (as defined below) or agent for service of notices and demands. The Issuer shall retain possession of the Notes as custodian for the Holders. Holders of the Notes will be entitled to deal with the Issuer or an Affiliate physical delivery of their respective Note upon written request to the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver Except for any Notes under this Section 2.02 if delivered to Holders pursuant to written request by such Holders to the TrusteeIssuer, being advised the Notes will at all times be held by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersIssuer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)

Execution and Authentication. An One Officer of the each Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of the for such Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee authenticate (an “Issuer Order”i) authenticate the Original Notes for initial issue on the Issue Date of up to an in the aggregate principal amount of €254,912,500 $225,000,000 and any (ii) Exchange Notes from time to time for issue in exchange for a like principal amount of Original Notes, in each case upon a written order of each Issuer in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including Section 4.10) and the same principal amount of Exchange Notes in exchange therefor upon a written order of each Issuer in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, from time to time, subject to compliance at the time issue price of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureNotes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Issuers and Affiliates of the IssuerIssuers. The Trustee or an authenticating agent Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $2,000 and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent integral multiples of $1,000 in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersexcess thereof.

Appears in 1 contract

Samples: Universal City Travel Partners

Execution and Authentication. An Officer authorized managing director or directors or an authorized officer or officers (in each case individually, an “authorized officer”) of the Issuer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating authentication agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Pursuant to an Issuer Order, the Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee shall authenticate (an “Issuer Order”a) authenticate the Original Notes for initial original issue on the Issue Date of up to an aggregate principal amount of €254,912,500 142,000,000 and any (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 2.15. Any issue of this IndentureAdditional Notes that is to utilize the same ISIN or Common Code number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of U.S. Treas. Reg. 1.1275-2(k)(3), or any successor provision, all as in effect at the time of further issue) of the issue of notes having the shared ISIN or Common Code number, as the case may be. The aggregate principal amount of Notes outstanding shall not exceed the amount set forth herein except as provided in Sections 2.07 and 2.15. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating authentication agent has the same rights as any Registrar, co-Registrar, Registrar Transfer Agent, Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Hungarian Telephone & Cable Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Authorized Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and in integral multiples of $1,000 in excess thereof. One Authorized Officer shall sign the Notes on behalf of for the Issuer by manual manual, electronic, facsimile signature or facsimile signatureelectronically transmitted signature (including .pdf). If an authorized director of the Issuer Authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Talos Energy Inc.)

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Execution and Authentication. An Two Officers, or an Officer of the Issuer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes on behalf of for the Issuer Company by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Issuer Trustee shall execute and authenticate Notes for original issue on the Trustee shall, as soon as reasonably practicable following Issue Date in the aggregate principal amount of $30,000,000 upon receipt of a written order signed by at least one Officer and delivered of the Company (the "Authentication Order") in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, whether any such Notes are Transfer Restricted Notes, whether such Notes are Global Notes or Definitive Notes, the Trustee (an “Issuer Order”) authenticate date on which the Notes for initial issue on the Issue Date of up are to an be authenticated and instructions with respect to distribution thereof. The aggregate principal amount of €254,912,500 and Notes outstanding at any Additional Notestime may not exceed $30,000,000, from time except as set forth in Section 2.07, which such $30,000,000 maximum amount is exclusive of the Deferred Interest as set forth in Section 3.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to time, subject to compliance at reflect any name change of the time of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureCompany. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Holders, the Company and Affiliates of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 1 contract

Samples: Indenture (Sheffield Steel Corp)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer Issuers by two Officers of each of the Issuers or an Officer and the Secretary of each of the Issuers. Such signature may be either manual or facsimile. The Issuers' seals may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee or an authentication agent shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial original issue on in the Issue Date of up to an aggregate principal amount at maturity not to exceed $75,000,000 upon receipt of €254,912,500 an authentication order in the form of an Officers' Certificate. The aggregate principal amount at maturity of Notes outstanding at any time may not exceed $75,000,000 except as provided in Section 2.07 hereof. Upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee shall authenticate an additional series of Notes for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and any Additional Notes, from time "CUSIP" numbers as and such changes in the form thereof as are specified in the Officers' Certificate referred to time, subject in the preceding sentence. Exchange Notes issued pursuant to compliance at a Registered Exchange shall not bear the time Private Placement Legend. The Notes shall be issuable only in registered form without coupons and only in denominations of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture$1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Issuer and at the expense of the Issuer to authenticate the NotesIssuers. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Issuers or an Affiliate of the any Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 1 contract

Samples: Supplemental Indenture (Muzak Holdings Finance Corp)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (WABASH NATIONAL Corp)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer Issuers by two Officers of each of the Issuers or an Officer and the Secretary of each of the Issuers. Such signature may be either manual or facsimile. The Issuers' seals may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee or an authentication agent shall execute and authenticate Notes for original issue in the Trustee shall, as soon as reasonably practicable following aggregate principal amount not to exceed $150,000,000 upon receipt of a written an authentication order signed by at least one Officer and delivered to in the Trustee (form of an “Issuer Order”) authenticate Officers' Certificate; provided that the aggregate principal amount of Notes for initial issue on the Issue Date of up to an shall -------- not exceed $115,000,000. The aggregate principal amount of €254,912,500 Notes outstanding at any time may not exceed $150,000,000 except as provided in Section 2.07 hereof. Upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee shall authenticate an additional series of Notes for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and any Additional Notes, from time "CUSIP" numbers as and such changes in the form thereof as are specified in the Officers' Certificate referred to time, subject in the preceding sentence. Exchange Notes issued pursuant to compliance at a Registered Exchange shall not bear the time Private Placement Legend. The Notes shall be issuable only in registered form without coupons and only in denominations of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture$1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Issuer and at the expense of the Issuer to authenticate the NotesIssuers. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Issuers or an Affiliate of the any Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 1 contract

Samples: Supplemental Indenture (Muzak Finance Corp)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer Company signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. At least one Officer must sign the Notes on behalf of for the Issuer Company by manual manual, facsimile or facsimile other electronic signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Joinder Agreement (Caesars Entertainment, Inc.)

Execution and Authentication. An Officer The Trustee or its Authenticating Agent shall authenticate and make available for delivery upon a written order of the Issuer signed by one or more officers, directors or authorized signatories of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof of $275,000,000 in aggregate principal amount of 8.750% Senior Secured Notes due 2025 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiples of $1,000 in excess thereof whether such Additional Notes are of the same or a different series than the Initial Notes. Prior to the authentication of the Initial Notes, the Trustee shall receive an Officer’s Certificate and Opinion of Counsel in accordance with Section 12.04. One or more officers, directors or authorized signatories of the Issuer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an officer, director or authorized director of the Issuer signatory whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) its Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent or its Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint one or more authenticating agents (each an authenticating agent “Authenticating Agent”) reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (At Home Group Inc.)

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile electronic image scan (e.g., pdf) signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $600,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee ormanually or electronically, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 1 contract

Samples: Indenture (Starwood Property Trust, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (an “Authentication Order”) (a) (i) Initial 2020 Notes for original issue on the date hereof in an aggregate principal amount of $700,000,000 and (ii) Initial 2025 Notes for original issue on the date hereof in an aggregate principal amount of $700,000,000 and (b) subject to the terms of this Indenture, Additional Notes of any series in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. As far as the Issuer is concerned, the Notes (in global or definitive form) will have to be signed pursuant to the articles of association of the Issuer or the resolutions of the Board of Directors of the Issuer. One Officer shall sign the Notes on behalf of the for each Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Mallinckrodt PLC)

Execution and Authentication. An Officer of the Issuer Two Officers shall sign the Notes on behalf of the for each Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer shall authenticate and delivered to the Trustee deliver (an “Issuer Order”i) authenticate the Initial Notes for initial original issue on in the Issue Date of up to an aggregate principal amount of €254,912,500 $325,000,000 and any (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers not to exceed $175,000,000 and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, from time in each case 36 specified in clauses (i) through (iii) above, upon a written order of the Issuers signed by an Officer of each of the Issuers (an "Authentication Order"). Such Authentication Order shall specify the amount of Notes to timebe authenticated and the date on which the Notes are to be authenticated, subject whether such notes are to compliance at the time of issuance of such be Initial Notes, Additional Notes with or Exchange Notes and whether the provisions Notes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $500,000,000 except as provided in Section 4.06 2.07. On the Issue Date, the Issuers will issue $325,000,000 aggregate principal amount of this IndentureInitial Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersIssuers.

Appears in 1 contract

Samples: Charter Communications Holdings Capital Corp

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of for the Issuer Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 1 contract

Samples: Indenture (Apollo Commercial Real Estate Finance, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,460,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Junior Intercreditor Agreement (Chart Industries Inc)

Execution and Authentication. An Officer The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) Senior Notes for original issue on the date hereof in an aggregate principal amount of $1,250,000,000, (b) pursuant to a Senior Notes Registered Exchange Offer, Senior Exchange Securities from time to time for issue only in a Senior Notes Registered Exchange Offer and (c) subject to the terms of this Senior Notes Indenture, Additional Senior Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Notes Indenture or Appendix A, any issuance of Additional Senior Notes after the Closing Date shall be in a principal amount of at least $100,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory of each Issuer shall sign the Senior Notes on behalf of for the Issuer Issuers by manual or facsimile signature. If an Officer or authorized director of the Issuer signatory whose signature is on a Senior Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Senior Note, the Senior Note shall be valid nevertheless. Prior to authentication of the Senior Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. A Senior Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Senior Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the NotesSenior Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Senior Notes Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Stock Purchase Agreement (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)

Execution and Authentication. An One Officer of the each Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes on behalf of the for such Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee authenticate (an “Issuer Order”i) authenticate the Original Notes for initial issue on the Issue Date of up to an in the aggregate principal amount of €254,912,500 $500,000,000 and any (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Original Notes, in each case upon a written order of each Issuer in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) and the same principal amount of Exchange Notes in exchange therefor upon a written order of each Issuer in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, from time to time, subject to compliance at the time issue price of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureNotes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Issuers and Affiliates of the IssuerIssuers. The Trustee or an authenticating agent Notes shall have the right to decline to authenticate be issuable only in registered form without coupons in denominations of $1,000 and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersintegral multiples thereof.

Appears in 1 contract

Samples: Subordination Agreement (Universal City Development Partners LTD)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $600.0 million, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat LTD)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $1,062,421,000, consisting of $847,621,000 aggregate principal amount of 2018 Notes and $214,800,000 aggregate principal amount of 2015 Notes, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (Gnoc Corp.)

Execution and Authentication. An One Officer of the Issuer shall sign the Notes on behalf for each of the Issuer Issuers by manual manual, facsimile or facsimile electronic signature. If an authorized director of the Issuer Officers whose signature is are on a Note no longer holds that such office at the time the Trustee or the authenticating agent (as the case may be) Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory officer of the Trustee or, as or the case may be, an authenticating agent manually signs the certificate of authentication on Authenticating Agent authenticates the Note. The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may authenticate the Note by manual, facsimile or electronic signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Note and the authentication pages to the Note shall have the same effect as original signatures. A Note shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, in each case upon a written order of the Issuers signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, co-RegistrarPaying Agent or agent for service of notices and demands. In case any of the Issuers or any Guarantor, Transfer Agentpursuant to Article IV or Section 10.2, as applicable, shall be consolidated, merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or Paying Agent to deal surviving such merger, or into which any of the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Issuer or an Affiliate Trustee pursuant to Article IV, any of the Issuer. The Trustee Notes authenticated or an authenticating agent delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall have not be required), from time to time, at the right request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to decline to authenticate reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and deliver any Notes under this Section 2.02 if of like principal amount; and the Trustee, being advised by counselupon the Issuer Order of the successor Person, determines that shall authenticate and make available for delivery Notes as specified in such action may not lawfully order for the purpose of such exchange. If Notes shall at any time be taken authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or if substitution for or upon registration of transfer of any Notes, such successor Person, at the Trustee or an authenticating agent option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersnew name.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer Company by manual two Officers of the Company or an Officer and the Secretary of the Company. Such signature shall be manual. The Company's seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The Such signature may be either manual or facsimile. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer Trustee or an authentication agent (the "Authenticating Agent") -------------------- shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee authenticate (an “Issuer Order”i) authenticate the Initial Notes for initial original issue on the Issue Date date of up this Indenture in the aggregate principal amount not to exceed $275,000,000 and (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon written orders of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of €254,912,500 and any Additional Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Exchange Notes, from time to time, subject to compliance at and shall further specify the time of issuance amount of such Additional Notes with to be issued as the provisions Global Note or Certificated Notes. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 4.06 2.07 hereof. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of this Indenturesuch Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent reasonably acceptable Authenticating Agent to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer and at the expense of the Issuer to authenticate the NotesCompany. Unless limited by the terms of such appointment, any such authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the IssuerCompany. The Trustee or an authenticating agent Notes shall have the right to decline to authenticate be issuable only in registered form without coupons and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent only in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdenominations of $1,000 and integral multiples thereof.

Appears in 1 contract

Samples: Supplemental Indenture (TNP Enterprises Inc)

Execution and Authentication. An Officer of the Issuer The Notes shall sign the Notes be executed on behalf of the Issuer by two Officers of the Issuer or an Officer and the Secretary of the Issuer. Such signature may be either manual or facsimile signaturefacsimile. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $135,000,000. The Notes shall be issuable only in registered form without coupons and only in denominations of $1.00 and integral multiples of $1.00 in excess thereof, subject to the issuance of PIK Interest pursuant to Section 1 of the Form of Note set forth in Exhibit A hereto, in which case the aggregate principal amount of Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of PIK Interest paid by the Issuer shall execute for the applicable period, rounded up to the nearest whole dollar. At any time and from time to time after the execution of this Indenture, the Trustee shall, as soon as reasonably practicable following upon receipt of a written order of either Issuer signed by at least one Officer and delivered to two Officers of such Issuer, authenticate Notes (including PIK Notes or increase the Trustee (an “Issuer Order”principal amount of all Notes as a result of a PIK Payment) authenticate the Notes for initial original issue on the Issue Date of up to an in aggregate principal amount specified in such written order. Such written order shall specify the amount of €254,912,500 Notes to be authenticated and any Additional Notes, from time the date on which the Notes are to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenturebe authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Issuer and at the expense of the Issuer to authenticate the NotesIssuer. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights right as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Muzak LLC)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $535,000,000, and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (XPO Logistics, Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $350,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered Holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (Coronado Global Resources Inc.)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $701,913,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat LTD)

Execution and Authentication. An Officer The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) Senior Secured Notes for original issue on the date hereof in an aggregate principal amount of $1,000,000,000, (b) pursuant to a Senior Secured Notes Registered Exchange Offer, Senior Secured Exchange Securities from time to time for issue only in a Senior Secured Notes Registered Exchange Offer and (c) subject to the terms of this Senior Secured Notes Indenture, Additional Senior Secured Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Secured Notes to be authenticated and the date on which the original issue of Senior Secured Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Secured Notes Indenture or Appendix A, any issuance of Additional Senior Secured Notes after the Issue Date shall be in a principal amount of at least $100,000 and integral multiples of $1,000 in excess thereof. One Officer or authorized signatory of each Issuer shall sign the Senior Secured Notes on behalf of for the Issuer Issuers by manual or facsimile signature. If an Officer or authorized director of the Issuer signatory whose signature is on a Senior Secured Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Senior Secured Note, the Senior Secured Note shall be valid nevertheless. Prior to authentication of the Senior Secured Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. A Senior Secured Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Senior Secured Note. The signature shall be conclusive evidence that the Senior Secured Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Senior Secured Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the NotesSenior Secured Note. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Senior Secured Notes whenever the Trustee may do so. Each reference in this Senior Secured Notes Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Stock Purchase Agreement (RenPac Holdings Inc.)

Execution and Authentication. An At least one Officer of the Issuer shall must sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee a Note is authenticated or the authenticating agent (as the case may be) authenticates the Noteat any time thereafter, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Authenticating Agent shall authenticate the Dollar Notes on the Issuer shall execute Date in an aggregate principal amount of $825,000,000 and the Trustee shall, as soon as reasonably practicable following Sterling Notes on the Issue Date in an aggregate principal amount of £300,000,000 upon receipt of a written an authentication order signed by at least one Officer of the Issuer directing the Authenticating Agent to authenticate the Notes and delivered certifying that all conditions precedent to the Trustee issuance of the Notes contained herein have been complied with (an “Issuer Authentication Order”) ). The Authenticating Agent shall authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with upon receipt of an Authentication Order relating thereto. Each Note shall be dated the provisions date of Section 4.06 of this Indentureits authentication. The Trustee may authenticate Notes as the Issuer’s Authenticating Agent. The Trustee may appoint an authenticating agent reasonably additional Authenticating Agent or Agents acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as the Trustee in any Registrardealings hereunder with any of the Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated hereunder by the Trustee, co-Registrarand every reference in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Issuer and shall at all times be a corporation organized and doing business under, Transfer or licensed to do business pursuant to, the laws of the United States of America (including any State thereof or the District of Columbia) or a jurisdiction in the European Union and authorized under such Laws to act as Authenticating Agent, subject to supervision or Paying examination by governmental authorities, if applicable. If at any time an Authenticating Agent shall cease to deal be eligible in accordance with the provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 2.02. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section 2.02, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and the Issuer. Each of the Trustee and the Issuer may at any time terminate the agency of an Authenticating Agent by giving written notice of the termination to that Authenticating Agent and the Issuer or an Affiliate the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, the Trustee may appoint a successor Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all of the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 2.02. The Trustee or an authenticating agent shall have the right Issuer agrees to decline pay to authenticate and deliver any Notes each Authenticating Agent from time to time reasonable compensation for its services under this Section 2.02 if 2.02. If an Authenticating Agent is appointed with respect to the Notes pursuant to this Section 2.02, the Notes may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, being advised by counselan alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. [NAME OF AUTHENTICATING AGENT], determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.as Authenticating Agent By: Authorized Signatory”

Appears in 1 contract

Samples: Liberty Global PLC

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the Issuer date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf for each of the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to Holdings. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (EP Energy Corp)

Execution and Authentication. An Officer Two Officers of each of the Issuer Issuers shall sign the Notes on behalf of for the Issuer Issuers by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. Each Guarantor shall execute a Guarantee in the manner set forth in Section 11.7. A Note shall not be valid or obligatory for any purpose until an authorized signatory authenticated by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shallTrustee, as soon as reasonably practicable following receipt of upon a written order of the Issuers signed by at least one Officer two Officers of each of the Issuers, together with the other documents required by Sections 14.4 and delivered to the Trustee (an “Issuer Order”) 14.5, shall authenticate the Notes for initial original issue on the Issue Date in the aggregate principal amount not to exceed $100.0 million. Such written order of up the Issuers shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The Trustee shall authenticate and deliver any additional Notes (or increases in the principal amount of any Notes) as a result of a payment of PIK Interest, for an aggregate principal amount specified in such authentication order for such additional Notes (or increases in the principal amount of €254,912,500 and any Additional Notes) issued or increased hereunder, from time to time, subject to compliance at the time for original issue upon receipt of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenturean authentication order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent the Trustee to deal with the Issuer Issuers or an with any Affiliate of the IssuerIssuers. The On any interest payment date on which the Issuers pay PIK Interest with respect to a Global Note in accordance with the terms of the Notes, the Company shall cause the principal amount of the Global Note to be increased by an amount equal to the interest payable, rounded up to the nearest $1.00, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such interest payment date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, to reflect such increase. On any interest payment date on which the Issuers pay PIK Interest by issuing additional Notes, the principal amount of any such Notes issued to any Holder, for the relevant interest period as of the relevant record date for such interest payment date, shall be rounded up to the nearest $1.00. Each additional Note shall be an authenticating agent additional obligation of the Issuers and the Guarantors and shall be governed by, and entitled to the benefits of, this Indenture and shall be subject to the terms of this Indenture (including the Guarantees), shall rank pari passu with and be subject to the same terms (including the rate of interest from time to time payable thereon) as all other Notes (except, as the case may be, with respect to the issuance date and aggregate principal amount), and shall have the right to decline to authenticate and deliver any benefit of the Liens securing the Notes. The Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully shall be taken or if the Trustee or an authenticating agent issued in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersintegral multiples of $1.00 (in each case with a minimum denomination of at least $1.00).

Appears in 1 contract

Samples: Indenture (Morris Publishing Group LLC)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $575.0 million, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Covenants (PanAmSat Holding CORP)

Execution and Authentication. An Officer The Trustee shall authenticate and deliver to a common depositary for further delivery upon a written order of the Issuer signed by one Officer or authorized signatory (an “Authentication Order”) (a) Original Securities for original issue on the date hereof in an aggregate principal amount of €480,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least €50,000 and integral multiples of €1,000 in excess thereof. One Officer or authorized signatory shall sign the Notes on behalf of Securities for the Issuer by manual or facsimile signature. If an Officer or authorized director of the Issuer signatory whose signature is on a Note Security no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (RenPac Holdings Inc.)

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Initial Notes for original issue on the Issuer date hereof in an aggregate principal amount of $800,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture, no Opinion of Counsel under Section 13.04 shall be required for the Trustee to authenticate and make available for delivery the Initial Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes on behalf of the for each Issuer by manual manual, facsimile or facsimile other electronic signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee ormanually, as the case may be, an authenticating agent manually electronically or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Issuers to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Garrett Motion Inc.)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $1,250,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Indenture (Intelsat S.A.)

Execution and Authentication. An At least one Officer of the Issuer shall sign execute the Notes on behalf of the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Issuer shall execute and On the Issue Date, the Trustee shall, as soon as reasonably practicable following upon receipt of a written order signed an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, in connection with the election to pay PIK Interest (upon the terms and conditions set forth herein and in the Notes), the Issuer may deliver PIK Notes executed by at least one Officer and delivered the Issuer to the Trustee (for authentication, together with an “Issuer Order”) authenticate Authentication Order for authentication and delivery of PIK Notes, specifying the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional NotesHolder of each Note, from time directing the Trustee to time, subject authenticate the PIK Notes and deliver the same to compliance at the time of persons in such order certifying the issuance of such Additional Notes is permitted under this Indenture and the Trustee in accordance with such Authentication Order shall authenticate and deliver such PIK Notes. Notwithstanding anything to the provisions of Section 4.06 of contrary in this Indenture, if a PIK Note Payment has been made, the Notes shall be in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer Holders or an Affiliate of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Exco Resources Inc)

Execution and Authentication. An Officer On the Issue Date, the Trustee shall authenticate and deliver $300,000,000 aggregate principal amount at maturity of 101/2% Senior Discount Notes due 2012 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuer Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (each an “Authentication Order”). Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $1,000 principal amount at maturity and any integral multiple thereof. Two Officers shall sign the Notes on behalf of for the Issuer Company by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any the Registrar, co-Registrar, Transfer Agent, or any Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository (as defined in the Appendix), as the case may be, in the form provided by the Company and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Indenture (Polypore International, Inc.)

Execution and Authentication. An Two Officers shall sign, or one Officer of the Issuer shall sign and one Officer or any Assistant Secretary shall attest to, the Notes on behalf of for the Issuer Company by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Notes and this Indenture. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The Note but such signature shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. The Issuer Trustee shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial original issue on in the Issue Date of up to an aggregate principal amount of €254,912,500 up to $150,000,000 and shall authenticate any Additional other Notes permitted to be issued under this Indenture, upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000 plus the principal amount of any PIK Notes, from time except as provided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to time, subject to compliance at reflect any name change of the time of issuance of such Additional Notes with the provisions of Section 4.06 of this IndentureCompany. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an any Obligor, any Affiliate of any Obligor, or any of their respective Subsidiaries. Notes shall be issuable only in registered form without coupons in denominations (rounded, if necessary, to the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate nearest dollar) of $1 and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersintegral multiple thereof.

Appears in 1 contract

Samples: Transamerican Energy Corp

Execution and Authentication. An The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Issuer Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $135,000,000 and (b) subject to the terms of this Indenture, any PIK Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Notes to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or PIK Notes, as applicable, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of PIK Notes, as applicable, after the Issue Date shall be in a principal amount of at least $1.00 and integral multiples of $1.00 in excess thereof. One Officer shall sign the Notes on behalf of for the Issuer Company by manual or facsimile PDF signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (TheRealReal, Inc.)

Execution and Authentication. An Officer of the Issuer shall sign the Notes on behalf of for the Issuer Company by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an authorized director of the Issuer Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $550,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an Officer’s Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Company in the form of an Officer’s Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such authenticating agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying an Agent to deal with the Issuer or an Affiliate Company and Affiliates of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing HoldersCompany.

Appears in 1 contract

Samples: Indenture (New Residential Investment Corp.)

Execution and Authentication. An One Officer of the Issuer shall sign the Notes on behalf of Securities for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The On the Issue Date, the Issuer shall execute issue and the Trustee shallshall authenticate and deliver $400,000,000 of 5.875% Senior Notes Due 2025 and, as soon as reasonably practicable following receipt of a written order signed by at least one Officer any time and delivered from time to time thereafter, the Trustee (an “Issuer Order”) shall authenticate the Notes and deliver Securities for initial original issue on the Issue Date of up to in an aggregate principal amount specified by the Issuer in such order, in each case upon a written order of €254,912,500 the Issuer signed by an Officer of the Issuer. Such order shall specify the amount of the Securities to be authenticated and any Additional Notesthe date on which the original issue of Securities is to be authenticated and, from time to time, subject to compliance at in the time case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such Additional Notes issuance is in compliance with the provisions of Section 4.06 of this Indenture, including Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the NotesSecurities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Supplemental Indenture (Century Communities, Inc.)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Indenture (Intelsat LTD)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of $580,719,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes on behalf of for the Issuer by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Supplemental Indenture (Intelsat CORP)

Execution and Authentication. An At least one Officer of the Issuer Company shall sign the Notes on behalf of the Issuer Company by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and On the Initial Issuance Date, the Trustee shallshall authenticate and deliver $262.5 million of 9.75% Senior Secured Notes due 2020. At any time and from time to time thereafter, the Trustee shall authenticate and deliver (i) Notes for original issue or (ii) PIK Notes (or increases in the principal amount of any Notes) as soon as reasonably practicable following receipt a result of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to PIK Payment, in each case in an aggregate principal amount specified in a written order of €254,912,500 the Company (a “Company Order”). Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes (and not PIK Notes) pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.09. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes, including any PIK Notes issued in respect thereof, and any Additional Notesincrease in the principal amount thereof, from time to time, subject to compliance as a result of a PIK Payment at the time such date of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenturedetermination. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer and at the expense of the Issuer Company to authenticate the Notes. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuer. The Trustee or an authenticating agent shall have the right to decline to authenticate notices and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersdemands.

Appears in 1 contract

Samples: Indenture (Endeavor International Corp)

Execution and Authentication. An Officer The Trustee shall authenticate and make available for delivery upon a written order of the Issuer and Holdings signed by one Officer of each of the Issuer and Holdings (a) Original Notes for original issue on the date hereof in an aggregate principal amount at maturity of $478,700,000 (Accreted Value of $305,348,369 on the Issue Date), (b) subject to the terms of this Indenture, Additional Notes in an aggregate Accreted Value and principal amount at maturity to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like Accreted Value and principal amount at maturity of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount at maturity of at least $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer of each of the Issuer and Holdings shall sign the Notes on behalf of for the Issuer and Holdings by manual or facsimile signature. If an authorized director of the Issuer Officer whose signature is on a Note no longer holds that office at the time the Trustee or the authenticating agent (as the case may be) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee or, as the case may be, an authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Issuer shall execute and the Trustee shall, as soon as reasonably practicable following receipt of a written order signed by at least one Officer and delivered to the Trustee (an “Issuer Order”) authenticate the Notes for initial issue on the Issue Date of up to an aggregate principal amount of €254,912,500 and any Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06 of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer and at the expense of the Issuer Holdings to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer and Holdings. Unless limited by the terms of such appointment, any such an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent, or Paying Agent to deal with the Issuer or an Affiliate agent for service of the Issuernotices and demands. The Trustee or an authenticating agent shall have is hereby authorized to enter into a letter of representations with the right Depository in the form provided by the Issuer and to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that act in accordance with such action may not lawfully be taken or if the Trustee or an authenticating agent in good faith shall determine that such action would expose the Trustee or an authenticating agent to personal liability to existing Holdersletter.

Appears in 1 contract

Samples: Indenture (Intelsat LTD)

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