Common use of Execution and Delivery of Notes Clause in Contracts

Execution and Delivery of Notes. The Notes shall be signed on behalf of the Company by its Chairman of the Board, President, Chief Executive Officer or any Vice President. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Only such Notes as shall bear thereon a certificate of authentication substantially in the form described in Section 2.05, executed by the Trustee by manual signature of one of its responsible officers if a Global Note, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate upon any Note shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or the Company or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Within five days after the execution and delivery of this Indenture, the Company shall deliver to the Trustee an Officers' Certificate as to the incumbency and specimen signatures of officers authorized to execute Notes and to give Company Orders under this Indenture and, as long as Notes are outstanding under this Indenture, shall deliver a similar Officers' Certificate each year on the anniversary of the date of the first such Officers' Certificate. The Trustee may conclusively rely on such certificate and the documents delivered with authorized signatures (unless revoked by superseding comparable documents) as to the authorization of the Board of Directors of any Notes delivered hereunder, and the form, terms and conditions thereof, and as to the authority of the instructing officers referred to in this Section so to act.

Appears in 4 contracts

Samples: Indenture (Bank of America Corp /De/), Indenture (Bank of America Corp /De/), Indenture (Bank of America Corp /De/)

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Execution and Delivery of Notes. The Notes shall be signed on behalf of the Company by an Authorized Officer, under its Chairman of the Board, President, Chief Executive Officer or any Vice Presidentcorporate seal. Such signatures signature may be the manual or facsimile signatures signature of the present or any future such officersofficer. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Only such Notes as shall bear thereon a certificate of authentication substantially in the form described in Section 2.05hereinbelow recited, executed by the Trustee by manual signature of one of its responsible officers if a Global Noteauthorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate upon any Note shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or the Company or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Within five days after the execution and delivery of this Indenture, but no later than the date of first issuance of Notes hereunder, the Company shall deliver to the Trustee an Officers' Officer's Certificate as to the incumbency and specimen signatures of officers Authorized Officers, who shall be authorized to execute Notes and to give Company Orders under this Indenture and, as long as Notes are outstanding under this Indenture, shall deliver a similar Officers' Officer's Certificate each year on within five days after any change in the anniversary of the date of the first such Officers' Certificateofficers so authorized. The Trustee may conclusively rely on such certificate and the documents delivered with authorized signatures pursuant to this Section and Sections 2.01, 2.02 and 2.06 hereof (unless revoked by superseding comparable documents) as to the authorization of the Board of Directors of any Notes delivered hereunder, the legality, binding effect and enforceability thereof and the form, form and terms and conditions thereof, and as to the authority of the instructing officers referred to in this Section so to act.

Appears in 1 contract

Samples: Indenture (Hancock John Life Insurance Co)

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Execution and Delivery of Notes. The Notes shall be signed on behalf of the Company by its Chairman an Authorized Officer. The signature of the Board, President, Chief Executive Officer or any Vice President. Such signatures of these officers may be the manual or facsimile signatures of the present or any future such officersfacsimile. Only such Notes as shall bear thereon a certificate of authentication substantially in the form described recited in Section 2.05, 2.06(d) hereof and executed by the Indenture Trustee by manual signature of one of its responsible officers if a Global Noteauthorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate upon any Note shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder Holder is entitled to the benefits of this Indenture. In case any officer of the Company Authorized Officer who shall have signed any of the Notes shall cease to be such officer Authorized Officer before the Note so signed shall be authenticated and delivered by the Indenture Trustee or the Company or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Company; and Authorized Officer. In addition, any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers Authorized Officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Within five days after the execution and delivery of this Indenture, the Company shall deliver to the Trustee an Officers' Certificate as to the incumbency and specimen signatures of officers authorized to execute Notes and to give Company Orders under this The Indenture and, as long as Notes are outstanding under this Indenture, shall deliver a similar Officers' Certificate each year on the anniversary of the date of the first such Officers' Certificate. The Trustee may conclusively rely on such certificate and the documents delivered with authorized signatures pursuant to Sections 2.01, 2.02 and 2.06 hereof (unless revoked by superseding comparable documents) as to the authorization of the Board of Directors of any Notes delivered hereunder, the legality, binding effect and enforceability thereof and the form, form and terms and conditions thereof, and as to the authority of the instructing officers referred to in xx xx this Section so to act.

Appears in 1 contract

Samples: Indenture (Hartford Life Insurance Co)

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