Common use of Execution, Authentication and Delivery and Dating Clause in Contracts

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers of such Issuer. The signature of such Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers in the form of an Officers' Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 3 contracts

Samples: Supplemental Indenture (Equistar Chemicals Lp), Supplemental Indenture (Equistar Funding Corp), Supplemental Indenture (Lyondell Chemical Co)

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Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 320.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 3 contracts

Samples: Indenture (VWR International, Inc.), Indenture (VWR International, Inc.), VWR Funding, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 250 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Supplemental Indenture (Avis Budget Group, Inc.), Supplemental Indenture (Avis Budget Group, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 500.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Hertz Global Holdings Inc, Hertz Global Holdings Inc

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 425.0 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Indenture (Graphic Packaging Corp), Indenture (Graphic Packaging Corp)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 950.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Indenture (Emergency Medical Services CORP), Hd Supply, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers of such Issuer. The signature of such Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 700,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers in the form of an Officers' Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Supplemental Indenture (Equistar Chemicals Lp), Supplemental Indenture (Lyondell Chemical Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 600.0 million and (ii) subject to Section 407, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Indenture (Victoria's Secret & Co.), Indenture (Victoria's Secret & Co.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 200.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: VWR International, Inc., VWR International, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 1,000.0 million and (ii) subject to Sections 407 and 413, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Indenture (L Brands, Inc.), Collateral Agreement (US Foods Holding Corp.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 410.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 2 contracts

Samples: Intercreditor Agreement (Unistrut International Holdings, LLC), Indenture (Unistrut International Holdings, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 500.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Servicemaster Co

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile other electronic signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 500.0 million and (ii) subject to Sections 407 and 413, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Collateral Trust Agreement (Tenneco Inc)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company (or, in the case of the Initial Notes, the Issuers) by two Officers 70 one Officer of such Issuerthe Company (or, in the case of the Initial Notes, the Issuers). The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company (or, in the case of the Initial Notes, the Issuers) shall bind such Issuerthe Company (or, in the case of the Initial Notes, the Issuers), notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company (or, in the case of the Initial Notes, the Issuers) may deliver Notes executed by the Issuers Company (or, in the case of the Initial Notes, the Issuers) to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 1,235.0 million and (ii) subject to Section 407, Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company (or, in the case of the Initial Notes, the Issuers) in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order")or, and in the case of clause the Initial Notes, the Issuers) (iian “Authentication Order”), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company (or, in the case of the Initial Notes, the Issuers) may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (Hertz Global Holdings Inc)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an either Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 200.0 million and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer's Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. In addition, in connection with the issuance of any Exchange Notes pursuant to a Registered Exchange Offer (as defined in the Registration Rights Agreement), the Issuers shall cause to be delivered an Opinion of Counsel in favor of the Trustee for the benefit of such Holders as to the due enforceability of such Exchange Notes. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Pledge and Guarantee Agreement (Consolidated Communications Texas Holdings, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 510,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Original Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Lyondell Chemical Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimileby facsimile or PDF transmission. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 750.0 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each either case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably requestrequest and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Sally Beauty Holdings, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 200.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: RSC Equipment Rental, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 250.0 million, (ii) subject to Section 407, Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Nci Building Systems Inc)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 [ ] and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Original Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Houston Refinery Inc.)

Execution, Authentication and Delivery and Dating. The Notes ------------------------------------------------- shall be executed on behalf of the Company by its chairman of the Board of Directors, its chief executive officer, its president, or one of its executive vice presidents or senior vice presidents, in each Issuer case, attested by two Officers its Secretary or one of such Issuerits assistant secretaries. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a the proper Officer Officers of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 175,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates -------------------- Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Avalon Rehabilitation & Healthcare LLC

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 900,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Original Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 1,275,000,000, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Hd Supply, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 393,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this IndentureIndenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 400 million, (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 500,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, Exchange that the issuance of such Notes and/or Additional Dividend Notes, that, (in the case of Additional Notes, the issuance of such Notes ) does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial initial Holder or Holders Holders, and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 500.0 million and (ii) subject to Sections 407 and 413, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (L Brands, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 300 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 325,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this IndentureIndenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 750.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Envision Healthcare Corp)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 875,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Original Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Lyondell Chemical Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 750.0 million and (ii) subject to Sections 407 and 413, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (L Brands, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual manual, electronic or by facsimile. Notes bearing the manual manual, electronic or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 400.0 million and (ii) subject to Section 407, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Minerals Technologies Inc

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such Issuerone Officer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 €250 million, and (ii) subject to compliance with the terms of this Indenture, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) aboveIssuer, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. For the avoidance of doubt, the Trustee shall be permitted to affix manual authentication on a facsimile signature of any Officer on the Notes.

Appears in 1 contract

Samples: Avis Budget Group, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual manual, electronic or by facsimile. Notes bearing the manual manual, electronic or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 450.0 million and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) aboveIssuer, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual manual, facsimile or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Sylvamo Corp

Execution, Authentication and Delivery and Dating. The ------------------------------------------------- Notes shall be executed on behalf of the Company (x) prior to the Second Merger - and execution of the First Supplemental Indenture by one Officer (or, in the case of TTC Merger Co., by one Officer, or by a member) of each Initial Issuer and (y) thereafter, by two Officers one Officer or a member of such Issuerthe Company. The signature of - such Officers Officer or member on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time the proper Officers of the Company (or of a proper Officer member of an Issuer the Company executing such Note) shall bind such Issuerthe Company, notwithstanding that such individual has individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) - Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 275,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in -- aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes --- from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer's -------------------- Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Dynatech Corp

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile other electronic signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 525.0 million and (ii) subject to Sections 407 and 413, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers in the form of an Officers' Certificate executed by two Officers of each Issuer Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Phinia Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 278,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this IndentureIndenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 950.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Hd Supply, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 280.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: New Sally Holdings, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers an Officer of such Issuer. The signature of such Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 300,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes, Exchange that the issuance of such Notes and/or Additional Dividend Notes, that, (in the case of Additional Notes, the issuance of such Notes ) does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Triarc Companies Inc

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 650.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: RSC Equipment Rental, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimileby facsimile or PDF transmission. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 750.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably requestrequest and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Sally Beauty Holdings, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 275,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this IndentureIndenture and (y) after giving effect to such issuance of Additional Notes and the application of the use of proceeds therefrom, the aggregate principal amount of Notes outstanding does not exceed the amount permitted to be equally and ratably secured under the Existing Credit Facility without causing a default thereunder, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Lyondell Chemical Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such one Officer the Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 450.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuer and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Adesa California, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 700.0 million and (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) aboveIssuer, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Booz Allen Hamilton Holding Corp)

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Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 430.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (New Sally Holdings, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 450 million, (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or facsimileelectronic. Notes bearing the manual manual, electronic or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 500.0 million and (ii) subject to Section 407, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Xerox Corp

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and amounts specified by the Company in accordance with the Senior Interim Loan Agreement, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Company may issue Notes hereunder in payment of PIK Interest on the Notes, which Notes shall have identical terms as the Notes issued on the Issue Date. Notwithstanding any provision to the contrary herein, in connection with the payment of PIK Interest on the Notes, the Company shall not be required to issue, and the Trustee shall not be required to authenticate, Physical Notes if the Company has directed the Paying Agent to record the payment of such PIK Interest as of the relevant Interest Payment Date in the Note Registrar’s books and records and in the schedule of principal amount of each relevant Global Note outstanding or has arranged for the deposit of a Global Note or Global Notes in the applicable principal amount on or prior to the relevant Interest Payment Date into the account specified by the Holder or Holders thereof. If the Company does not elect with respect to Notes that are Physical Notes to pay interest thereon in cash, (i) the Company shall deliver to the Trustee, no later than two Business Days prior to the relevant Interest Payment Date, the required amount of Notes, together with an order to authenticate and deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant to this Section 303, shall be mailed to the person entitled thereto as shown in the Note Register as of the relevant Regular Record Date.

Appears in 1 contract

Samples: Credit Agreement (Servicemaster Co)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authenticationauthentication by manual signature of the Trustee; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 1,300.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Company may issue Notes hereunder in payment of PIK Interest on the Notes, which Notes shall have identical terms as the Notes issued on the Closing Date. Notwithstanding any provision to the contrary herein, in connection with the payment of PIK Interest on the Notes, the Company shall not be required to issue, and the Trustee shall not be required to authenticate, Physical Notes if the Company has directed the Paying Agent to record the payment of such PIK Interest as of the relevant Interest Payment Date in the Note Registrar’s books and records and in the schedule of principal amount of each relevant Global Note outstanding or has arranged for the deposit of a Global Note or Global Notes in the applicable principal amount on or prior to the relevant Interest Payment Date into the account specified by the Holder or Holders thereof. With respect to the payment of interest on Notes that are Physical Notes for any semi-annual period ending on or prior to the eighth Interest Payment Date, (i) the Company shall deliver to the Trustee, no later than two Business Days prior to the relevant Interest Payment Date, the required amount of Notes, together with an order to authenticate and deliver such Notes in accordance with this Section 303, and (ii) such Notes, if executed and authenticated pursuant to this Section 303, shall be mailed to the person entitled thereto as shown in the Note Register as of the relevant Regular Record Date.

Appears in 1 contract

Samples: HSI IP, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 250.0 million on the Issue Date, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Johnsondiversey Holdings Inc

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer of such Notes by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer of such Notes shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers any Issuer may deliver Notes executed by the Issuers such Issuer to the Trustee for authentication; and the Trustee Trustee, pursuant to an Issuer Order, shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 500.0 million and (ii) subject to Section 407, Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount Issuer of Initial Notes or Initial Additional Notes (including Additional Dividend such Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Issuer of such Notes in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer of such Notes may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Univar Solutions Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such one Officer the Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 425.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuer and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Adesa California, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile other electronic signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 450.0 million and (ii) subject to Section 407, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers in the form of an Officers' Certificate executed by two Officers of each Issuer Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Phinia Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual manual, facsimile or facsimileelectronic. Notes bearing the manual manual, facsimile or facsimile other electronic signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 500.0 million and (ii) subject to Sections 407 and 413, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the IssuersCompany (which shall have identical terms as the Initial Notes, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) other than with respect to the extent required by Section 4.08date of issuance and, Additional Dividend Notes in respect thereof from time to time for if applicable, original issue in an aggregate principal amount specified by the Issuersinterest accrual date and original interest payment date), in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, the issue price (in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, ) and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Collateral Trust Agreement (Tenneco Inc)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 1,000 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (LBM Holdings, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authenticationauthentication by manual signature of the Trustee; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 2,500.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: HSI IP, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 1,250.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Hd Supply, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimileby facsimile or PDF transmission. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 300,000,000 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) aboveCompany, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably requestrequest and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Sally Beauty Holdings, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 1,000,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this IndentureIndenture and (y) after giving effect to such Issuance of Additional Notes, the aggregate principal amount of Senior Secured Notes outstanding does not exceed $1.9 billion, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimileby facsimile or PDF transmission. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 700.0 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each either case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably requestrequest and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Sally Investment Holdings LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 $ and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each case specified in clauses (i) through (iv) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Original Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 1 Interest rate may be calculated pursuant to a formula if the Notes are floating rate notes; formula shall be included here and/or in the form of Note. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Refining LP, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such one Officer the Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 150.0 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuer and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Adesa California, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 500 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Avis Budget Group, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 250 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Avis Budget Group, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers one Officer of such Issuerthe Company. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 950 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (LBM Holdings, LLC)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimileby facsimile or PDF transmission. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 600.0 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each either case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably requestrequest and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Sally Beauty Holdings, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 400 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (ivii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: RSC Equipment Rental, Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers an Officer of such IssuerCompany. The signature of such Officers Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 900,000,000 and (ii) Additional Notes (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Officer's Certificate executed by two Officers of each Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Officer's Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this IndentureIndenture and (y) after giving effect to such Issuance of Additional Notes, the aggregate principal amount of Senior Secured Notes outstanding does not exceed $1.9 billion, whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Supplemental Indenture (Lyondell Chemical Nederland LTD)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or facsimileby facsimile or PDF transmission. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 200.0 million and (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the IssuersCompany, in each either case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Company in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer the Company (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably requestrequest and the Trustee shall be fully protected in conclusively relying on such Authentication Order. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Initial Agreement (Sally Beauty Holdings, Inc.)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer of such Notes by two Officers one Officer of such Issuer. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer of such Notes shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers any Issuer may deliver Notes executed by the Issuers such Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 400.0 million and (ii) subject to Section 407, Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount Issuer of Initial Notes or Initial Additional Notes (including Additional Dividend such Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through and (ivii) above, upon a written order of the Issuers Issuer of such Notes in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer of such Notes may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Univar Inc.

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 250.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Certificate executed by two Officers of each Issuer a Company Order (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Company Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Lannett Co Inc

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuers by one Officer of each Issuer by two Officers of such Issuerthem. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an any Issuer shall bind such Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Floating Rate Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 250 million, Initial 7.625% Notes for original issue in the aggregate principal amount not to exceed $375 million and Initial 7.75% Notes for original issue in the aggregate principal amount not to exceed $375 million, (ii) Additional Notes (other than Additional Dividend Notes) in one or more series from time to time for original issue in aggregate principal amounts specified by the Issuers, Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers in the form of an Officers' Officer’s Certificate executed by two Officers of each Issuer of the Issuers (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Floating Rate Notes, 7.625% Notes or 7.75% Notes, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Cendant Corp)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each the Issuer by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time a proper an Officer of an the Issuer shall bind such the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Issuer may deliver Notes executed by the Issuers Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 350.0 million and (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iv) aboveIssuer, upon a written order of the Issuers Issuer in the form of an Officers' Officer’s Certificate executed by two Officers of each the Issuer (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Notes or Additional Notes, Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Issuer may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Indenture (Booz Allen Hamilton Holding Corp)

Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of each Issuer the Company by two Officers of such Issuerone Officer thereof. The signature of any such Officers Officer on the Notes may be manual manual, electronic or by facsimile. Notes bearing the manual manual, electronic or facsimile signature of an individual who was at any time a proper an Officer of an Issuer the Company shall bind such Issuerthe Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Issuers Company may deliver Notes executed by the Issuers Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes (other than Additional Dividend Notes) for original issue in the aggregate principal amount not to exceed $450,000,000 and 350.0 million, (ii) Additional Notes in one or more series (other than Additional Dividend Noteswhich may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuers, Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes (including Additional Dividend Notes), and (iv) to the extent required by Section 4.08, Additional Dividend Notes in respect thereof from time to time for original issue in an aggregate principal amount specified by the Issuers, in each case specified in clauses (i) through (iviii) above, upon a written order of the Issuers Company in the form of an Officers' Certificate executed by two Officers of each Issuer a Company Order (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Such Officers' Certificates Company Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes, Additional Notes, Notes or Exchange Notes and/or Additional Dividend Notes, that, in the case of Additional Notes, the issuance of such Notes does not contravene any provision of Article 4 of this Indenture, and whether the Notes are to be issued as one or more Global Notes or Physical Notes, the name or names of the Initial Holder or Holders Notes and such other information as the Issuers Company may include or the Trustee may reasonably request. All Notes shall be dated the date of their authentication. 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 form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (Lannett Co Inc)

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