Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 6 contracts

Samples: Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC), Indenture (Bz Intermediate Holdings LLC)

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Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Additional 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 until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Notes and this Indenture.

Appears in 4 contracts

Samples: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)

Execution and Authentication. Two Officers shall sign the Notes Securities for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee 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. On the Issue Date, the Trustee shall authenticate and deliver $300 600 million of Notes Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated and, in the case of an issuance of Additional Notes Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the NotesSecurities. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 4 contracts

Samples: Indenture (Chesapeake Energy Corp), Indenture (Chesapeake Energy Corp), Indenture (Chesapeake Energy Corp)

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $300 million 3,350,000,000 of 10.500% Senior Unsecured Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 3 contracts

Samples: Indenture (Western Digital Corp), Indenture, Indenture

Execution and Authentication. Two Officers shall sign the Notes Debentures for the Issuers by manual or facsimile signature. The Issuers' seal shall be reproduced on the Debentures and may be in facsimile form. If an Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee authenticates the Notea Debenture is authenticated, the Note Debenture shall nevertheless be valid neverthelessvalid. A Note Debenture shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers signed by two Officers or by (an Officer and either an Assistant Treasurer or an Assistant Secretary "Authentication Order"), authenticate Debentures for original issue up to the aggregate principal amount stated in paragraph 4 of the IssuersDebentures. Such order shall specify the The aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, Debentures outstanding at any time may not exceed such amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the NotesDebentures. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 3 contracts

Samples: Indenture (Anthony Crane Sales & Leasing Lp), Indenture (Anthony Crane Holdings Capital Corp), Indenture (Anthony Crane Rental Holdings Lp)

Execution and Authentication. Two Officers officers shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 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 for authentication, together with an Issuer Order for the authentication and delivery of such Notes, an Officer’s Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.

Appears in 3 contracts

Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)

Execution and Authentication. Two Officers An authorized Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this IndentureAgreement. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers signed by two Officers or by Company in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officer's Certificate of the IssuersCompany (an "Authentication Order"). Such Each such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is are to be authenticated andauthenticated, in and whether the case Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, the first such written order from the Company shall be accompanied by an Opinion of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Counsel. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Agreement to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (Amerco /Nv/), Indenture (Amerco /Nv/)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual, electronic or facsimile signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers Issuer signed by two Officers or by an one Officer directing the Trustee to authenticate and either an Assistant Treasurer or an Assistant Secretary of deliver the Issuers. Such order shall specify Notes and certifying that all conditions precedent to the amount issuance of the Notes to be authenticated and the date on which the contained herein have been complied with (an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes, provided that no Opinion of Counsel shall be required with respect to the authentication of the Initial Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after on the Issue Date, shall certify that . The aggregate principal amount of Notes outstanding at any time may not exceed such issuance is amount except as provided in compliance with Section 4.03SECTION 2.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Samples: Indenture (Triumph Group Inc), Indenture (Triumph Group Inc)

Execution and Authentication. Two Officers An Officer of each Issuer shall sign the Notes for the Issuers such Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 800,000,000 of 5.625% Senior Notes due 2026 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each Issuer (the Issuers“Issuer 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 200 million aggregate principal amount of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 2.14 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two One or more Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On All Notes shall be dated the Issue Date, the date of their authentication. The Trustee shall authenticate and deliver $300 million make available for delivery upon a written order of Notes andthe Company signed by one Officer, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (1) Original Notes for original issue on the date hereof in an aggregate principal amount specified of up to $81,075,497.50, and (2) subject to the terms of this Indenture, Additional Notes in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersunlimited aggregate principal amount. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, in and whether the case of an issuance of Notes are to be Original Notes or Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Notes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Otelco Telecommunications LLC), Indenture (Otelco Inc.)

Execution and Authentication. Two Officers At least one Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 200,000,000 million of 11% Senior Subordinated Notes Due 2014 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 Issuers Company signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (SHG Holding Solutions Inc), Indenture (Leasehold Resource Group LLC)

Execution and Authentication. Two Officers At least one Officer shall sign execute the 2017 B Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a 2017 B Note no longer holds that office at the time the Trustee 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 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. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional 2017 B Notes and 2017 B Exchange Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers such Authentication Order for such Additional 2017 B Notes or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the 2017 B Exchange Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the 2017 B Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

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

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes 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 a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including (a) $750,000,000 aggregate principal amount of the Initial 2029 Notes to be authenticated and issued on the date of this Indenture and any Additional 2029 Notes and (b) $750,000,000 aggregate principal amount of Initial 2032 Notes to be issued on which the original issue date of this Indenture and any Additional 2032 Notes. The aggregate principal amount of Notes is to be authenticated and, in of a series outstanding at any time may not exceed the case aggregate principal amount of an Notes of such series authorized for issuance of Additional Notes by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 2 contracts

Samples: Indenture (Sunoco LP), Indenture (Sunoco LP)

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signaturesignatures. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an the aggregate principal amount specified in of not more than $120,000,000, pursuant to a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer. Such The order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated andauthenticated. The aggregate principal amount of Notes which may be outstanding any time may not exceed $120,000,000, except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 325.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer. The Company shall execute the Guarantee in the manner set forth in Section 10.05. The signatures required by this paragraph may be manual or facsimile signaturesignatures. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an the aggregate principal amount specified in of not more than $40,000,000, pursuant to a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer. Such The order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated andauthenticated. The aggregate principal amount of Notes which may be outstanding any time may not exceed $72,250,000, except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any RegistrarRegistrar (as defined below), Paying Agent (as defined below) or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Pt Polytama Propindo), Indenture (Pt Polytama Propindo)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall upon receipt of an Authentication Order, authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersthat may be validly issued under this Indenture, including any Additional Notes. Such order Authentication Order shall specify the principal amount of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated authenticated, the number of separate Notes certificates to be authenticated, the registered Holder of each such Note and delivery instructions, and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Sections 4.09 and 4.12 hereof. 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 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (Appleton Papers Inc/Wi), Indenture (Paperweight Development Corp)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 750 million of 2024 Notes and $500 million of 2026 Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 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 for authentication, together with an Issuer Order for the authentication and delivery of such Notes, an Officers’ Certificate and an Opinion of Counsel and the Trustee in accordance with such written order of the Issuer shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual, electronic or facsimile signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Note Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Lumen Technologies, Inc.), Indenture

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 250.0 million of 6.625% Senior Notes due 2021 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 2 contracts

Samples: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Execution and Authentication. Two Officers (a) One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date. (d) The Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers Company signed by two Officers or by an Officer and either (an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the "AUTHENTICATION ORDER"), authenticate Notes to be authenticated and the date on which the for original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. issue. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, 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 such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company or any Registrarof their respective Subsidiaries. (f) The Company may issue Additional Notes from time to time after the issuance of the Notes on the Issue Date. The issuance of Additional Notes will be subject to the provisions of Section 4.09 hereof. The Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, Paying Agent or agent for service of notices including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Appears in 2 contracts

Samples: Indenture (Armstrong World Industries Inc), Indenture (Armstrong World Industries Inc)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note Notes shall nevertheless be valid neverthelessvalid. At any time, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order, shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the The Notes shall originally be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiples of $1,000 in excess thereof. The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate the principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes Notes, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be authenticated and promptly confirmed in writing. Each Note shall be dated the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03its authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Appears in 2 contracts

Samples: Indenture (KKR Real Estate Finance Trust Inc.), Indenture (Redwood Trust Inc)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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 provided for in Exhibit A attached hereto, by the manual signature of the Trustee 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. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersany Additional Notes. Such order 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 and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01 hereof, shall certify that such issuance is in compliance with Section 4.034.10 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Toys R Us Inc)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in of $121,558,000 and PIK Notes upon a written order (an “Authentication Order”) of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue Notes are to be authenticated. The aggregate principal amount of Notes is to be authenticated and, in outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Wolverine Tube Inc)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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 provided for in Exhibit A attached hereto, by the manual signature of the Trustee 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. On the Issue Closing Date, the Trustee shall shall, upon receipt of the Issuers’ order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersany Additional Notes. Such order 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 and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01, shall certify that such issuance is in compliance with Section 4.034.03 and Section 4.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Constellium N.V.)

Execution and Authentication. Two The Notes shall be executed on behalf of the Company by two Officers shall sign of the Notes for Company or an Officer and an Assistant Secretary of the Issuers by Company. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee 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. On the Issue Date, the The Trustee or an authenticating agent shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Initial Notes for original issue in an the aggregate principal amount specified in at maturity of up to $496,263,000 aggregate principal amount at maturity upon a written order Company Request. The Trustee shall authenticate Additional Notes (so long as permitted by the terms of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIndenture) upon a Company Request. Such order shall specify the The aggregate principal amount of the Notes to be authenticated and the date on which the original issue at maturity of Notes is to be authenticated and, outstanding at any time may not exceed $796,263,000 aggregate principal amount at maturity except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights right as an Agent to deal with the Company or an Affiliate. The Trustee shall have the right to decline to authenticate and deliver any RegistrarNotes under this Section if the Trustee, Paying Agent being advised by counsel, determines that such action may not lawfully be taken or agent for service of notices and demandsif the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Appears in 1 contract

Samples: Indenture (Paxson Communications Corp)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 275.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers The Notes shall sign be executed on behalf of the Company by any Officer. The signature of the Officer on the Notes may be manual or facsimile. A Note bearing the manual or facsimile signature of an individual who was at the time of the execution of the Note an Officer shall bind the Company, notwithstanding that such individual has ceased to hold such office(s) prior to the authentication and delivery of such Notes or did not hold such office(s) at the date of authentication of such Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the Issuers form provided for herein duly executed by the Trustee by manual or facsimile signature. If signature of an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Noteauthorized signatory, the and such certificate upon any Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of conclusive evidence, and the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence only evidence, that the such Note has been duly authenticated under this Indentureand delivered hereunder. On the Issue Date, the The Trustee shall initially authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue issuance on the Issue Date Notes in an aggregate principal amount specified of up to $100,000,000 upon one or more Company Orders without any further action by the Company (other than as contemplated in a written order of the Issuers signed by two Officers or by an Officer Section 15.4 and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.0315.5). The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as The Notes shall be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Appears in 1 contract

Samples: Indenture (Greenbrier Companies Inc)

Execution and Authentication. Two Officers The Notes shall sign be executed by an Officer or any authorized signatory as identified in an Officers’ Certificate (pursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes for the Issuers shall be by manual or facsimile signaturesignature in the name and on behalf of the Company. If an any Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or 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 Notes shall be dated the date of their authentication. On the Issue Date, the Trustee shall authenticate and deliver $300 200.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, in an aggregate principal amount specified each case upon the conditions and subject to the requirements provided in a written order Section 2.2 of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Appendix. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, an 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 such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or with any RegistrarAffiliate of the Company. The Notes will be issued in registered form, Paying Agent or agent for service without coupons, and in denominations of notices $1,000 and demandsintegral multiples of $1,000.

Appears in 1 contract

Samples: Indenture (Phi Inc)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 53,749,957 of 10.00% Senior Secured 1.5 Lien Notes due 2024 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, in and to whom the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be registered and delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Martin Midstream Partners L.P.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateUpon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $300 375.0 million of 6.25% Senior Notes due 2022 on the Initial Issuance Date, 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch Authentication Order. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Global Partners Lp)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 500.0 million of 4.000% Senior Notes due 2029 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (MSCI Inc.)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Issuer by manual or facsimile facsimile, PDF or other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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 by the manual signature of the Trustee 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. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver (i) PIK Notes issued as additional Definitive Notes in accordance with Section 2 of the Notes and (ii) any Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of such Authentication Order for such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Patheon Holdings Cooperatief U.A.)

Execution and Authentication. Two Officers At least one Officer of the Company shall sign the Notes for on behalf of the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 350,000,000 of 12% First Priority Notes due 2018 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the aggregate principal amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Endeavour International Corp)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary Officers, authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the IssuersNotes. Such order shall specify the The aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, outstanding at any time may not exceed such amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. The Notes will be limited in aggregate principal amount to $450,000,000, of which $325,000,000 will be issued on the date hereof. The Company may issue Additional Notes from time to time after the offering of the Initial Notes. Any offering of Additional Notes is subject to Section 4.09 hereof. The Initial Notes and any RegistrarAdditional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, Paying Agent or agent for service of notices including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Appears in 1 contract

Samples: Indenture (Blount International Inc)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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 provided for in Exhibit A attached hereto, by the manual signature of the Trustee 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. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersany Additional Notes. Such order 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 and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01 hereof, shall certify that such issuance is in compliance with Section 4.034.10 of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Toys R Us Inc)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 365.0 million of 6.25% Senior Notes due 2020 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (PetroLogistics LP)

Execution and Authentication. Two Officers (a) An Officer for each of the Company and the Corporate Issuer shall sign the Notes for the Issuers Company and the Corporate Issuer, respectively, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (b) On the Issue Date, the Trustee shall authenticate and deliver $300 million 375,000,000 of 5.875% Senior Notes Due 2023 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 by the Issuers, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersOfficer. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.06. The aggregate principal amount of Notes outstanding at any time is unlimited. (c) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Shea Homes Limited Partnership)

Execution and Authentication. Two Officers One Officer of each of the Issuers shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. On The Trustee shall, upon a written order of the Issuers signed by two Officers of each of the Issuers or by an Officer and an Assistant Treasurer or an Assistant Secretary of each of the Issuers (the “Authentication Order”), authenticate (i) on the Issue Date, the Trustee shall authenticate and deliver Date $300 million 402,024,000 in aggregate principal amount at maturity of Notes and, and (ii) at any time and from time to time thereafter, Additional Notes (subject to the Trustee shall authenticate and deliver Notes for original issue provisions of Section 2.13) in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch order. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is are to be authenticated and, in and whether the case of an issuance of Additional Notes pursuant are to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be Series A Notes or Series B Notes. The Trustee may appoint an authenticating agent reasonably (the “Authenticating Agent”) acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsan Issuer.

Appears in 1 contract

Samples: Indenture (Sba Communications Corp)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee 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. On the Issue Date, the Trustee shall authenticate and deliver $300 750 million of Original Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Alcoa Corp)

Execution and Authentication. Two Officers shall At least one Officer of each of the Issuers must sign the Notes for the Issuers each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Issuers. Such order shall specify Issuers (an “Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount of the Notes that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount of $250,000,000 and (ii) subject to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.035.09, any Additional Notes for original issuance from time to time after the date hereof. All Notes issued under this Indenture (including Additional Notes and Exchange Notes) shall be treated as a single class of securities under this Indenture, including for purposes of any vote, consent, waiver or other act of Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (TitleMax of Virginia, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 255,927,000 of 97/8% Senior Notes due 2018 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Linn Energy, LLC)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 250.0 million of 7⅞% Senior Notes due 2018 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Genesis Energy Lp)

Execution and Authentication. Two Officers shall At least one Officer of the Company must sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On The Trustee will, upon receipt of a written order of the Issue DateCompany signed by an Officer of the Company (an “Authentication Order”), the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue up to the aggregate principal amount of the Notes that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer $682,298,000 and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the (ii) subject to compliance with Sections 2.14 and 5.09, any Additional Notes for original issuance from time to be authenticated and time after the date on which the original issue hereof. All Notes issued under this Indenture (including Additional Notes) shall be treated as a single class of Notes is to be authenticated andsecurities under this Indenture, in the case including for purposes of an issuance any vote, consent, waiver or other act of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (CURO Group Holdings Corp.)

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuers Company by manual manual, facsimile or facsimile signatureelectronic signature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 500,000,000 of 3.600% Senior Notes due 2023 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 Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Expedia Group, Inc.)

Execution and Authentication. Two Officers shall At least one Officer of PES must sign the Notes for the Issuers PES by manual or facsimile signature. If an Officer of PES whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue Date, the The Trustee shall authenticate and deliver $300 million deliver: (i) on the date of Notes andthis Indenture, 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 of $115 million of Notes, (ii) any Additional Notes in accordance with Section 4.09 hereof, which shall constitute a distinct issuance of Notes but be considered the same class and shall be in the same form as the Initial Notes and which are not limited in principal amount except as otherwise provided in Section 4.09, and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Issuers PES signed by two Officers or by (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers“Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by PES pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers PES to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsPES.

Appears in 1 contract

Samples: Indenture (Platinum Pressure Pumping, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateUpon receipt of a written order signed by an Officer of each Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $300 300.0 million of 7.000% Senior Notes due 2023 on the Initial Issuance Date, 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch Authentication Order. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Global Partners Lp)

Execution and Authentication. Two Officers of the Company shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $125,000,000 12% Senior Secured Notes due 2011, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes issued on the Issue Date, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. 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 and, in the case of any issuance of Additional Notes pursuant to Section 2.13, shall certify that such issuance is in compliance with Section 4.07.

Appears in 1 contract

Samples: Indenture (Integrated Alarm Services Group Inc)

Execution and Authentication. Two Officers At least one Officer of the Company shall sign the Notes for on behalf of the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver Notes in an aggregate principal amount of $300 million of Notes 750,000,000 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 a written an authentication order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the aggregate principal amount of the Notes to be authenticated and 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 pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Pacific Drilling S.A.)

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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 provided for in Exhibit A attached hereto, by the manual signature of the Trustee 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. On the Issue Date, the Trustee shall shall, upon receipt of the Issuers’ order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon receipt of an Authentication Order authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersany Additional Notes. Such order 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 and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 after the Issue Date2.01, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Zayo Group LLC)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Notes for original issue in an aggregate principal amount specified in Principal Amount of $[80,502,000] upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue Notes are to be authenticated. The aggregate Principal Amount of Notes is to be authenticated and, outstanding at any time may not exceed that amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Company agrees to pay to any authenticating agent compensation for its services hereunder.

Appears in 1 contract

Samples: Indenture (Rev Holdings LLC)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 400 million aggregate principal amount of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Issuer by manual manual, facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee 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. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver deliver: (i) Initial Notes for original issue in an aggregate principal amount specified of US$400,000,000 on the Issue Date, and (ii) if and when issued, Additional Notes (which may be issued in either a written order of registered or a private offering under the Issuers signed by two Officers or by Securities Act), in each case upon an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer 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 and, and whether the Notes are to be in global or definitive form and whether they are to bear the case of an issuance of Private Placement Legend or the Canadian Legend. The Issuer may issue Additional Notes pursuant under this Indenture subsequent to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with subject to Section 4.034.3 of this Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an authenticating agent 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (GFL Environmental Holdings Inc.)

Execution and Authentication. Two Officers (a) One Officer of each Issuer shall sign the Notes for the Issuers each such Issuer by manual or facsimile signature. . (b) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date. (d) The Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers signed by two Officers or by an Officer and either (an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the "Authentication Order"), authenticate Notes to be authenticated and the date on which the for original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. issue. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, 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 such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers or any Registrarof their respective Subsidiaries. (f) The Issuers may issue Additional Notes from time to time after the offering of the Initial Notes. The issuance of Additional Notes will be subject to the provisions of Section 4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, Paying Agent or agent for service of notices including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Appears in 1 contract

Samples: Indenture (Gamestop Corp)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Company by manual manual, facsimile or facsimile electronic (including “.pdf”) signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue Date, the The Trustee shall will authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver deliver: (i) Initial Notes for original issue in an aggregate principal amount specified of $350.0 million and (ii) if and when issued, Additional Notes, in each case upon receipt of a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany (an “Authentication Order”) and, in the case of Additional Notes, upon receipt of an Officers’ Certificate stating such Additional Notes are permitted to be incurred under Section 5.09 and are permitted to be secured as Parity Lien Debt under Section 5.12. 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 and, in authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.033.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Bristow Group Inc)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee 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. On the Issue Date, upon receipt of an Issuer Order, the Trustee shall authenticate and deliver $300 750 million of Original Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Alcoa Corp)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 350.0 million of 5 3/4% Senior Notes due 2021 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Genesis Energy Lp)

Execution and Authentication. Two Officers Any officer shall sign execute the Notes for the Issuers Company by facsimile or manual or facsimile signaturesignature in the name and on behalf of the Company. If an Officer the officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or 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. On the Issue DatePursuant to and based upon a Company Order, the Trustee or an authenticating agent shall authenticate and deliver $300 million for original issue Notes in the aggregate principal amount at maturity of Notes and, at any time and from time to time thereafter, DM 100,000,000 provided that the Trustee shall authenticate and deliver Notes for original issue in be entitled to receive an aggregate principal amount specified in a written order Opinion of Counsel of the Issuers signed by two Officers or by an Officer Company in connection with such authentication and either an Assistant Treasurer or an Assistant Secretary delivery of the IssuersNotes. Such order Company 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 at maturity of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated andand delivered upon registration of transfer of, or in the case of an issuance of Additional exchange for, or in lieu of, other Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.06 or 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited Notes and such authenticating agent shall be compensated by the terms of such appointment, an Company. An authenticating agent may authenticate Notes whenever the Trustee may do so, except with regard to the original issuance of the Notes. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The provisions of Sections 7.01, 7.02 and 7.06 hereof shall be applicable to any Registrar, Paying Agent or agent for service of notices and demandsauthenticating agent.

Appears in 1 contract

Samples: Indenture (Central European Media Enterprises LTD)

Execution and Authentication. Two Officers shall At least one Officer of the Issuer must sign the Notes for the Issuers Issuer by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On The Trustee will, upon receipt of a written order of the Issue DateIssuer signed by an Officer of the Issuer (an “Authentication Order”), the Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue up to the aggregate principal amount of the Notes that may be validly issued under this Indenture including (i) Initial Notes for original issuance in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer $400,000,000 and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the (ii) subject to compliance with Sections 5.09 and 5.12, any Additional Notes for original issuance from time to be authenticated and time after the date on which the original issue hereof. All Notes issued under this Indenture (including Additional Notes) shall be treated as a single class of Notes is to be authenticated andsecurities under this Indenture, in the case including for purposes of an issuance any vote, consent, waiver or other act of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Stonemor Inc.)

Execution and Authentication. Two Officers At least one Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 200 million of the Notes 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 Issuers Company signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Glatfelter P H Co)

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Execution and Authentication. Two Officers One Officer of the Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver $300 million 1,875,000,000 of 7.375% Senior Secured Notes due 2023 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, and shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Western Digital Corp)

Execution and Authentication. Two Officers shall At least one Officer of each Issuer must sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On The Trustee will, upon receipt of a written order of the Issue DateIssuers signed by one Officer of each Issuer (an “Authentication Order”) (together with any other documents that may be reasonably required by the Trustee), the Trustee shall authenticate and deliver deliver: (i) on the date hereof, an aggregate principal amount of $300 425.0 million of 8.50% Senior Notes anddue 2016, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (ii) Additional Notes issued in compliance with Section 2.14 hereof for an original issue in an aggregate principal amount specified in a the written order of the Issuers signed by two Officers pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersAdditional Notes. Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Susser Holdings CORP)

Execution and Authentication. Two Officers At least one Officer of Nielsen LLC and one Officer of Xxxxxxx Finance Co. shall sign execute the Notes for on behalf of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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-1 or Exhibit A-2 attached hereto, as the case may be, by the manual or facsimile signature of the Trustee 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. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of (i) the Initial Dollar Notes andand (ii) the Initial Euro Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of such Authentication Order for such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03or Exchange Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Global Media USA, LLC)

Execution and Authentication. Two Officers (a) An Officer of the Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. . (c) On the Issue Date, the Trustee shall authenticate and deliver $300 million 400,000,000 of 5.500% Senior Notes due 2030 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 Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer (the “Issuer 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. authenticated. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Hess Midstream LP)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 500 million of Original Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer Order. Such order Issuer Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers 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, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Alcoa Corp)

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuers Company by manual or facsimile signaturesignature and may be imprinted or otherwise reproduced. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 750 million of 5.95% Senior Notes Due 2020 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 Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Expedia, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 650.0 million aggregate principal amount of Notes 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the aggregate principal amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Mid-States Oilfield Supply LLC)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall upon receipt of an Authentication Order, authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuersthat may be validly issued under this Indenture, including any Additional Notes. Such order Authentication Order shall specify the principal amount of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated authenticated, the number of separate Notes certificates to be authenticated, the registered Holder of each such Note and delivery instructions, and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Sections 4.09 and 4.13 hereof. 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 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (Appvion, Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 725.0 million of 8.875% Senior Notes due 2018 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Crosstex Energy Lp)

Execution and Authentication. Two Officers (a) One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date. (d) The Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of the Issuers Company signed by two Officers or by an Officer and either (an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the "Authentication Order"), authenticate Notes to be authenticated and the date on which the for original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. issue. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, 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 such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company or any Registrarof their respective Subsidiaries. (f) The Company may issue Additional Notes from time to time after the issuance of the Notes on the Issue Date. The issuance of Additional Notes will be subject to the provisions of Section 4.09 hereof. The Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, Paying Agent or agent for service of notices including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Appears in 1 contract

Samples: Indenture (Armstrong World Industries Inc)

Execution and Authentication. Two Officers (a) An Officer for each of the Company and the Corporate Issuer shall sign the Notes for the Issuers Company and the Corporate Issuer, respectively, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (b) On the Issue Date, the Trustee shall authenticate and deliver $300 million 375,000,000 of 6.125% Senior Notes Due 2025 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 by the Issuers, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersOfficer. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.06. The aggregate principal amount of Notes outstanding at any time is unlimited. (c) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Shea Homes Limited Partnership)

Execution and Authentication. Two Officers shall sign the Senior Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Senior Notes and may be in facsimile form. If an Officer whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs authenticates the certificate of authentication on the Senior Note. The signature of the Trustee on a Senior Note shall be conclusive evidence that the such Senior Note has been duly and validly authenticated and issued under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $300 million of Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Senior Notes for original issue in an aggregate principal amount specified in of $150,000,000 upon a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated and, authenticated. The aggregate principal amount of Senior Notes outstanding at any time may not exceed $150,000,000 except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Issuers Company to authenticate the Senior Notes. Unless limited by the terms of such appointment, an authenticating agent any such 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Harman International Industries Inc /De/)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual, facsimile or electronic signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On All Notes shall be dated the Issue Datedate of their authentication. The Trustee shall, upon receipt of a written Issuer Order signed by one Officer directing the Trustee shall to authenticate and deliver $300 million the Notes and certifying that all conditions precedent to the issuance of the Notes andcontained herein have been complied with ( an “Authentication Order”) and an Opinion of Counsel, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an up to the aggregate principal amount specified stated in a written order paragraph 4 of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary reverse of the IssuersNotes. Such order shall specify the The aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, outstanding at any time may not exceed such amount except as provided in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.17 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service the Issuer or an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Carrols Restaurant Group, Inc.)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 400.0 million of 3.625% Senior Notes due 2030 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (MSCI Inc.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 900.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 550.0 million of 4.750% Senior Notes due 2027 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trustee Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Verisign Inc/Ca)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 200.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers (a) An Officer for each of the Company and the Corporate Issuer shall sign the Notes for the Issuers Company and the Corporate Issuer, respectively, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this the Indenture. . (b) On the Issue Date, the Trustee shall authenticate and deliver $300 million 750,000,000 of 8.625% Senior Secured Notes Due 2019 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 by the Issuers, in each case upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersOfficer. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Sections 4.06 and 4.08. The aggregate principal amount of Notes outstanding at any time is unlimited. (c) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Vistancia Marketing, LLC)

Execution and Authentication. Two Officers The Notes shall sign be executed by an Officer or any authorized signatory as identified in an Officers’ Certificate (pursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes for the Issuers shall be by manual or facsimile signaturesignature in the name and on behalf of the Company. If an any Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or 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 Notes shall be dated the date of their authentication. On the Issue Date, the Trustee shall authenticate and deliver $300 500.0 million of Initial Notes and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, in an aggregate principal amount specified each case upon the conditions and subject to the requirements provided in a written order Section 2.2 of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Appendix. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by otherwise provided in the terms of such appointment, an 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 such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or with any RegistrarAffiliate of the Company. The Notes will be issued in registered form, Paying Agent or agent for service without coupons, and in minimum denominations of notices $2,000 and demandsintegral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Indenture (Phi Inc)

Execution and Authentication. Two Officers shall (a) At least one Officer of each of the Issuers must sign the Notes for the Issuers by manual or facsimile signature. . (b) If an Officer of either of the Issuers whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid nevertheless. valid. (c) A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue Date, the . (d) The Trustee shall authenticate and deliver $300 million of Notes anddeliver: (i) on the date hereof, 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 of $150.0 million of Notes, (ii) any Additional Notes in accordance with Section 4.09 hereof and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Notes, in each case upon receipt of a written order of the Issuers signed by two Officers or by of each Issuer (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers“Authentication Order”). Such order Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. 2.07 hereof. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture made herein to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Black Elk Energy Finance Corp.)

Execution and Authentication. Two Officers shall An Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee 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. On the Issue Closing Date, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate the Initial Notes for original issue up to (i) £ million in aggregate principal amount of % Senior Notes due 2016 and deliver $300 (ii) $ million in aggregate principal amount of % Senior Notes due 2016, as the case may be, and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the NotesIssuer. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (NTL:Telewest LLC)

Execution and Authentication. Two Officers of the Issuer shall sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue Date, the Trustee shall authenticate and deliver $300 million The aggregate principal amount of Notes andwhich may be authenticated and delivered under this Indenture is unlimited. The Issuer may, at subject to compliance with Section 4.09 of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Closing Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. The Trustee shall, upon a written order of the Issuer signed by two Officers of the Issuer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue on the date hereof of $125.0 million. At any time and from time to time thereafterafter the execution of this Indenture, the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuerssuch Authentication Order. Such order The Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is are to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Notes whenever the Trustee may 28 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Digitalnet Holdings Inc)

Execution and Authentication. Two Officers At least one Officer of the Issuer shall sign the Notes for on behalf of the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver Notes in an aggregate principal amount of $300 million of Notes 500,000,000 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersIssuer. Such order shall specify the aggregate principal amount of the Notes to be authenticated and 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 pursuant to Section 2.13 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Pacific Drilling S.A.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 345,638,000 of Initial Notes 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 Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Natural Resource Partners Lp)

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuers Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 700,000,000 of 3.250% Senior Notes due 2033 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated. The aggregate principal amount of Notes which may be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance and delivered under this Indenture is in compliance with Section 4.03unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (MSCI Inc.)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Company by manual manual, facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes 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 a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such order shall Authentication Order will specify (i) the principal amount of the Notes to be authenticated and the date on which the original issue of such Notes is to be authenticated andauthenticated, and (ii) in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue DateNotes, shall certify that such issuance is in compliance with Section 4.034.09 hereof. 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Company.

Appears in 1 contract

Samples: Indenture (A.W. Realty Company, LLC)

Execution and Authentication. Two Officers An Officer of each Issuer shall sign the Notes for the Issuers on behalf of such Issuer by manual or facsimile signature. If an Officer of either Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 1,000,000,000 of 7.75% Senior Notes due 2021 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Linn Energy, LLC)

Execution and Authentication. Two Officers shall sign execute the Notes for Xxxxxxx and two officers shall execute the Issuers Notes for Mission, each by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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 provided for in Exhibit A attached hereto, by the manual signature of the Trustee 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. On the Issue DateSubject to Section 4.09 hereof, the Trustee shall authenticate and deliver $300 million of Notes 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 of Notes which may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon a written order of the Issuers signed by two Officers or by of each of Nexstar and Mission (an Officer and either an Assistant Treasurer or an Assistant Secretary “Authentication Order”), authenticate Notes for original issue, of the Issuers. Such order shall specify the amount of the Notes to which $325,000,000 will be authenticated and issued on the date on which of this Indenture. All Notes shall be dated the original issue date of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03their authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (Nexstar Broadcasting Group Inc)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 300.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Western Refining Logistics, LP)

Execution and Authentication. Two Officers An Officer of each Issuer shall sign the Notes for the Issuers on behalf of such Issuer by manual or facsimile signature. If an Officer of either Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 million 1,000,000,000 of 12.00% Senior Secured Second Lien Notes due 2020 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. Such order shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Linn Energy, LLC)

Execution and Authentication. Two Officers of the Company shall sign the Notes for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million of Notes 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 a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $115,345,000 12% Senior Secured Notes due 2011, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02 and (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes issued on the Issue Date, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. 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 and, in the case of any issuance of Additional Notes pursuant to Section 2.13, shall certify that such issuance is in compliance with Section 4.07.

Appears in 1 contract

Samples: Indenture (Protection One Alarm Monitoring Inc)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes 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 a written order of the Issuers Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, Issuer (an “Authentication Order”) (i) in the case of an issuance the Initial Notes on the Issue Date and on the issue date of Additional Notes pursuant to Section 2.13 authenticate Notes for original issue that may be validly issued under this Indenture, and (ii) in the case of the case of Initial Notes after the Issue Date, shall certify that such issuance is note the “Schedule of Increases or Decreases in compliance with Section 4.03the Global Note” as instructed in the Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Alpha Natural Resources, Inc.)

Execution and Authentication. Two Officers of each Issuer shall sign the Notes for the Issuers by manual or facsimile signature. In the case of Definitive Notes, such signatures may be imprinted or otherwise reproduced on such Notes. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $300 million of Notes 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 upon a written order of each of the Issuers signed by two Officers or by an Officer (an “Authentication Order”), authenticate Notes for issuance up to the aggregate principal amount stated in such Authentication Order; provided that Notes authenticated for issuance on the Issue Date shall not exceed $26,000,000 in aggregate principal amount; provided further that the Additional Notes authenticated for issuance following the Issue Date shall not exceed the Interest and either an Assistant Treasurer or an Assistant Secretary of the IssuersLiquidated Damages paid by issuance thereof pursuant to Section 2.14 hereof. Such order The Authentication Order shall specify set forth the amount of the Notes to be authenticated and authenticated, the date on names in which the original issue of Notes is are to be authenticated and, in registered and where the case of an issuance of Additional Notes pursuant are to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03be delivered. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuers.

Appears in 1 contract

Samples: Indenture (TWC Holding Corp.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 325.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuers on behalf of each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Initial Issuance Date, the Trustee shall authenticate and deliver $300 350.0 million of Initial Notes 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 receipt of a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany Order. Such order Company Order shall comply with Section 11.05 and shall specify the amount of the Notes to be authenticated and 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 pursuant to Section 2.13 after the Issue Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.034.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for each of the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee 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. On the Issue DateThe Trustee will, the Trustee shall authenticate and deliver $300 million upon receipt of Notes 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 a written order of each of the Issuers signed by two Officers or by (an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers“Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such order shall specify the The aggregate principal amount of Notes outstanding at any time may not exceed the Notes to be authenticated and the date on which the original issue aggregate principal amount of Notes is to be authenticated and, in authorized for issuance by the case of an issuance of Additional Notes Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.032.07 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registraran Agent to deal with Holders or an Affiliate of the Issuers. Subject to and in accordance with Sections 2.02, Paying Agent or agent for service 2.13 and 4.09, the terms of notices this Indenture and demandsapplicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited and the Issuers may issue Additional Notes and Exchange Notes under this Indenture.

Appears in 1 contract

Samples: Indenture (PRETIUM CANADA Co)

Execution and Authentication. Two Officers shall An Officer must sign the Notes for the Issuers Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until an authorized signatory authenticated by the manual or facsimile signature of the Trustee 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. On the Issue Closing Date, the Trustee shall shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes for original issue up to $300 million 550,000,000 in aggregate principal amount of 9.125% Senior Notes due 2016 and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the NotesIssuer. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (NTL Inc)

Execution and Authentication. Two Officers The Notes shall sign be executed by at least one Officer of the Notes for Issuer in accordance with the Issuers Issuer’s articles of association or other organizational documents or resolutions of the Board of Directors of the Issuer on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee 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, as the case may be, by the manual signature of the Trustee 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. On the Issue Date, the Trustee shall shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver $300 million of Notes andthe Initial Notes. In addition, at any time and time, from time to time thereaftertime, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuers. 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 and, in the case of an issuance of such Authentication Order for such Additional Notes pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. Unless limited by the terms of such appointment, an 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 such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with Holders or agent for service an Affiliate of notices and demandsthe Issuer.

Appears in 1 contract

Samples: Indenture (Aramark)

Execution and Authentication. Two Officers shall sign the Notes for the Issuers Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $300 million 310,000,000 of 9 1/2% Senior Notes Due 2011 and, at any time and from time to time thereafterafter the execution and delivery of this Indenture, the Trustee shall authenticate and Company may deliver Notes executed by two Officers of the Company to the Trustee for original issue in an aggregate principal amount specified in authentication, together with a written order of the Issuers Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the IssuersCompany. 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 and, in the case of an any issuance of Additional Notes pursuant to Section 2.13 2.1 of the Indenture after the Issue Date, shall certify that such issuance is in compliance with Section 4.034.3 of the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. Unless limited by the terms of such appointment, 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 such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Company agrees to pay any authenticating agent compensation for its services hereunder.

Appears in 1 contract

Samples: Indenture (Revlon Consumer Products Corp)

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