Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 Funding, Inc.), Indenture (VWR International, Inc.), Indenture (VWR International, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer two Officers of the Companysuch Issuer. The signature of any such Officer 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company 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 $320.0 million, 450,000,000 and (ii) Additional Notes in one or more series (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Company and 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 (iiiiv) above, upon a written order of the Company Issuers in the form of an Officer’s 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 Company (an “Authentication Order”)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 Officer’s Certificate 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 or Notes, Exchange Notes and 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 Notes, the name or names of the Initial Holder or Holders and such other information as the Company 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: Indenture (Lyondell Chemical Co), Indenture (Equistar Chemicals Lp), Indenture (Equistar Funding Corp)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 500 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (US Foods Holding Corp.), Indenture (US Foods Holding Corp.), Indenture (US Foods Holding Corp.)
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one an Authorized Officer of the CompanyIssuer. The signature of any such Officer officer of any Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Authorized Officer of the Company shall Issuer will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon request by an Officer's Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series, Class or Tranche of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series, Class or Tranche, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Samples: Indenture Agreement (American Express Issuance Trust), Indenture (American Express Issuance Trust)
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Company. The signature of any such Officer on the Notes may be an Issuer Authorized Officer, by manual or facsimile. facsimile signature.
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon delivery of an Issuer Certificate, authenticate and deliver such Notes as provided in this Indenture and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.3, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 5.2 or Section 6.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series or Class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an Authorized Signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Samples: Indenture (DITECH HOLDING Corp), Indenture (DITECH HOLDING Corp)
Execution, Authentication and Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Issuer by one Officer of the Companyan Issuer Authorized Officer. The signature of any such Officer officer of the Administrator or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall shall, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee shall be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company class of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.
(e) The Indenture Trustee shall not be required to authenticate such Notes if the issue thereof shall adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedNote for any class, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All all Notes shall be dated the date of their authentication. .
(g) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, 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 (Mellon Premium Finance Loan Owner Trust), Indenture (Mellon Bank Premium Finance Loan Master Trust)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 950.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Hd Supply, Inc.), Indenture (Emergency Medical Services CORP)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 425.0 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 600.0 million and (ii) subject to Section 407, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Company. The signature of any such Officer on the Notes may be an Issuer Authorized Officer, by manual or facsimile. facsimile signature.
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Base Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon delivery of an Issuer Certificate, authenticate and deliver such Notes as provided in this Base Indenture and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.3, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 5.2 or Section 6.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Base Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series or Class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Base Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signatureor facsimile (other than with respect to any Definitive Notes) signature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Samples: Base Indenture (loanDepot, Inc.), Base Indenture (PennyMac Financial Services, Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Company. The signature of any such Officer on the Notes may be an Issuer Authorized Officer, by manual or facsimile. facsimile signature.
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon delivery of an Issuer Certificate, authenticate and deliver such Notes as provided in this Indenture and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.3, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 5.2 or Section 6.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series or Class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Samples: Indenture (Nationstar Mortgage Holdings Inc.), Indenture (Nationstar Mortgage Holdings Inc.)
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Companyan Issuer Authorized Officer. The signature of any such Officer officer of the Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee Note Registrar for authentication; and the Trustee shall Note Registrar will, upon request by an Issuer Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Note Registrar will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Note Registrar pursuant to Section 1.02, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Tranche of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.
(e) The Note Registrar will not be required to authenticate such Notes if the issue thereof will adversely affect the Note Registrar’s own rights, duties, privileges, indemnities, protections, immunities and benefits under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Tranche, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee Note Registrar by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 2 contracts
Samples: Indenture (WF Card Funding LLC), Indenture Agreement (WF Card Issuance Trust)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer two Officers of the Companysuch Issuer. The signature of any such Officer 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company 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 $320.0 million, 700,000,000 and (ii) Additional Notes in one or more series (other than Additional Dividend Notes) from time to time for original issue in aggregate principal amounts specified by the Company and 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 (iiiiv) above, upon a written order of the Company Issuers in the form of an Officer’s 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 Company (an “Authentication Order”)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 Officer’s Certificate 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 or Notes, Exchange Notes and 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 Notes, the name or names of the Initial Holder or Holders and such other information as the Company 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: Indenture (Equistar Chemicals Lp), Indenture (Lyondell Chemical Co)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 1,000.0 million and (ii) subject to Sections 407 and 413, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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.), Indenture (US Foods Holding Corp.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 500.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Hertz Global Holdings Inc), Indenture (Hertz Global Holdings Inc)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 250 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 200.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (VWR International, Inc.), Indenture (VWR International, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 410.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Unistrut International Holdings, LLC), Indenture (Unistrut International Holdings, LLC)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 300 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 450 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 900,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture 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 Notes, the name or names of the Initial Holder or Holders and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 275,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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 or Additional Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture and (y) after giving effect to such issuance of Additional Notes or Exchange 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 Notes, the name or names of the Initial Holder or Holders and such other information as the 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 the Company Issuer by one Officer of the CompanyIssuer. The signature of any such 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 the Company Issuer shall bind the CompanyIssuer, 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 Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 450.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuer in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 500.0 million and (ii) subject to Sections 407 and 413, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Tenneco Inc)
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Companyan Issuer Authorized Officer. The signature of any such Officer officer of the Master Owner Trust Beneficiary or the Master Owner Trust Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesIndenture Trustee will be provided with, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Master Owner Trust Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company series or class of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any series or class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Samples: Indenture (Navistar Financial Dealer Note Master Trust)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 250.0 million, (ii) subject to Section 407, Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 the Company each Issuer by one an Officer of the Companysuch Issuer. The signature of any such Officer 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 300,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s 's Certificate of the Company each Issuer (an “"Authentication Order”"). Such Officer’s Certificate '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, that the issuance of such Notes and (in the case of Additional 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 and such other information as the Company 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 (Triarc Companies Inc)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Companythereof. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 350.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the a Company Order (an “Authentication Order”). Such Officer’s Certificate 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Lannett Co Inc)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 200.0 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each either case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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: Second Supplemental Indenture (Sally Beauty Holdings, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company either Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 200.0 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s 's Certificate of the Company (an “"Authentication Order”"). Such Officer’s '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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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: Indenture (Consolidated Communications Texas Holdings, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 510,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of 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 Officer’s Certificate 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 Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes or Exchange Notes and 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 Notes, the name or names of the Holder or Holders and such other information as the 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 the Company Issuer of such Notes by one Officer of the Companysuch Issuer. The signature of any such 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 the Company Issuer of such Notes shall bind the Companysuch 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 Company any Issuer may deliver Notes executed by the Company such Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 400.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which 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 Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount Issuer of Initial Notes or Initial Additional such Notes, in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company Issuer of such Notes in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 500 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 400 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesIssuers, in each case specified in clauses (i) through (iiiii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 500.0 million and (ii) subject to Section 407, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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: Indenture (Xerox Corp)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Companythereof. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 millionamounts specified by the Company in accordance with the Senior Interim Loan Agreement, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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: Senior Interim Loan Credit Agreement (Servicemaster Co)
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one an Authorized Officer of the CompanyIssuer. The signature of any such Officer officer of any Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Authorized Officer of the Company shall Issuer will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series, Class or Tranche of Notes required to be furnished pursuant to Section 3.02 or Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series, Class or Tranche, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 450.0 million and (ii) subject to Section 407, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Phinia Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 650.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Company. The signature of any such Officer on the Notes may be an Issuer Authorized Officer, by manual or facsimile. electronic signature.
(b) Notes bearing the manual or facsimile signature electronic signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Base Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon delivery of an Issuer Certificate, authenticate and deliver such Notes as provided in this Base Indenture and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.3, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 5.2 or Section 6.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Base Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series or Class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Base Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signatureor electronic (other than with respect to any Definitive Notes) signature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 600.0 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each either case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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.
(c) Clause (1) of Section 3.9 of the Base Indenture shall be deleted in its entirety and replaced with the following:
(1) The Company may elect to make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each of such Securities and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of such Securities in the manner set forth in Section 13.4, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). The Trustee will not at any time be under any duty or responsibility to any Holder of Notes to determine Defaulted Interest, or with respect to the nature, extent, or calculation of the amount of Defaulted Interest owed, or with respect to the method employed in such calculation of Defaulted Interest.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Sally Beauty Holdings, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by one Officer of the Companythereof. The signature of any such 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 the Company Issuer shall bind the CompanyIssuer, 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 Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 700.0 million and (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) aboveIssuer, upon a written order of the Company Issuer in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 750.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Companythereof. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authenticationauthentication by manual signature of the Trustee; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 2,500.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (HSI IP, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Floating Rate Notes for original issue in the aggregate principal amount not to exceed $320.0 250 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 in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million1,275,000,000, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 280.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 Company by one Officer of the Companythereof. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 500.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Servicemaster Co)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 278,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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 or Additional Notes, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture and (y) after giving effect to such issuance of Additional Notes or Exchange 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 Notes, the name or names of the Initial Holder or Holders and such other information as the 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 the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes for original issue in the aggregate principal amount not to exceed $320.0 million, $ and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of 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 Officer’s Certificate 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 Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes or Exchange Notes and 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 Notes, the name or names of the Holder or Holders and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 325,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture 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 Notes, the name or names of the Initial Holder or Holders and such other information as the 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
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuer by one an Authorized Officer of the CompanyIssuer. The signature of any such Officer officer of the Issuer on the Notes may be manual or facsimile. facsimile or may be given by other electronic means.
(b) Notes bearing the manual manual, facsimile or facsimile signature other electronic signatures of individuals who were at the time of execution an individual who was at any time a proper Authorized Officer of the Company shall Issuer will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer along with an Issuer Certificate requesting authentication to the Indenture Trustee for authentication; and the Indenture Trustee shall will authenticate and deliver (i) Initial such Notes for original issue as in this Indenture provided and not otherwise; provided that with respect to the aggregate principal amount not to exceed $320.0 million, (ii) Additional issuance of Fixed Rate Term Notes and I/O Term Notes in one connection with the exchange of an Initial Term Note or more series from time a Quarterly Term Note, the related Notice of Note Exchange shall constitute such Issuer Certificate. EAST\146409251.8147895167.4
(d) Before any such authentication and delivery, the Indenture Trustee will be entitled to time for original issue in aggregate principal amounts specified by receive any opinion or certificate relating to the 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, in each case specified in clauses (i) through (iii) above, upon a written order issuance of the Company Notes required to be furnished pursuant to Section 4.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes for original issue in the aggregate principal amount not to exceed $320.0 million, [ ] and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of 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 Officer’s Certificate 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 Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes or Exchange Notes and 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 Notes, the name or names of the Holder or Holders and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 1,000 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (LBM Holdings, LLC)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 393,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture 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 Notes, the name or names of the Initial Holder or Holders and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 400 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 500,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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, that the issuance of such Notes and (in the case of Additional 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 Notes, the name or names of the initial Holder or Holders, and such other information as the 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
Execution, Authentication and Delivery and Dating. (a) The Notes shall will be executed on behalf of the Company Issuing Entity by one Officer of the Companyan Issuing Entity Authorized Officer. The signature of any such Officer officer of the Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuing Entity Authorized Officer of the Company shall will bind the CompanyIssuing Entity, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuing Entity may deliver Notes executed by the Company Issuing Entity to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuing Entity Certificate and any other opinion or certificate relating to the issuance of the Company Series, Class or Tranche of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.
(e) The Indenture Trustee will not be required to authenticate any Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series, Class or Tranche, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Samples: Indenture (Jpmorgan Chase Bank, National Association)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 950 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (LBM Holdings, LLC)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuers by one Officer of the Companyeach of them. The signature of any such 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 the Company any Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 250 million, (ii) subject to compliance with the terms of this Indenture, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 430.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 Company Issuer by one Officer of the CompanyIssuer. The signature of any such 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 the Company Issuer shall bind the CompanyIssuer, 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 Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 150.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuer in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 Company Issuer of such Notes by one Officer of the Companysuch Issuer. The signature of any such 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 the Company Issuer of such Notes shall bind the Companysuch 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 Company any Issuer may deliver Notes executed by the Company such Issuer to the Trustee for authentication; and the Trustee Trustee, pursuant to an Issuer Order, shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 500.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which 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 Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount Issuer of Initial Notes or Initial Additional such Notes, in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company Issuer of such Notes in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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 the Company Issuer by one Officer of the CompanyIssuer. The signature of any such 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 the Company Issuer shall bind the CompanyIssuer, 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 Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 425.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuer in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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. (a) The Notes shall will be executed on behalf of the Company Issuing Entity by one Officer of the Companyan Issuing Entity Authorized Officer. The signature of any such Officer officer of the Trust Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuing Entity Authorized Officer of the Company shall will bind the CompanyIssuing Entity, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuing Entity may deliver Notes executed by the Company Issuing Entity to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesIndenture Trustee will be provided with, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuing Entity Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series or Class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 1,250.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 300,000,000 million and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) aboveCompany, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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
Execution, Authentication and Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Issuer by one Officer of the Companyan Issuer Authorized Officer. The signature of any such Officer officer of the Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. .
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. .
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall shall, upon request by an Officer's Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee shall be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.
(e) The Indenture Trustee shall not be required to authenticate such Notes if the issue thereof shall adversely affect the Indenture Trustee's own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedNote for any Series or Class, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All all Notes shall be dated the date of their authentication. .
(g) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 500.0 million and (ii) subject to Sections 407 and 413, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Tenneco Inc)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by one Officer of the CompanyOfficer. The signature of any such 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 the Company Issuer shall bind the CompanyIssuer, 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 Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 €250 million, and (ii) subject to compliance with the terms of this Indenture, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) aboveIssuer, upon a written order of the Company Issuer in the form of an Officer’s Certificate of the Company Issuer (an “Authentication Order”). Such 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, Additional Notes or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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: Indenture (Avis Budget Group, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 750.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 875,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of 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 Officer’s Certificate 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 Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes or Exchange Notes and 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 Notes, the name or names of the Holder or Holders and such other information as the 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 the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 950.0 million, (ii) Additional Notes in one or more series (which 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 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Original Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 900,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of 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 Officer’s Certificate 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 Original Notes or Additional Notes, that, in the case of Additional Notes, the issuance of such Notes or Exchange Notes and 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 Notes, the name or names of the Holder or Holders and such other information as the 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. (a) The Notes shall will be executed on behalf of the Company Issuer by one Officer of the Company. The signature of any such Officer on the Notes may be an Issuer Authorized Officer, by manual or facsimile. facsimile signature.
(b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time a proper an Issuer Authorized Officer of the Company shall will bind the CompanyIssuer, notwithstanding that such individual has individuals or any of them have ceased to hold such office prior to offices before the authentication and delivery of such Notes or did not hold such office offices at the date of issuance of such Notes. 100
(c) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall will, upon request by an Officer’s Certificate, authenticate and deliver such Notes as provided in this Indenture and not otherwise.
(id) Initial Notes for original issue in Before any such authentication and delivery, the aggregate principal amount not Indenture Trustee will be entitled to exceed $320.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesreceive, in each case specified in clauses (i) through (iii) aboveaddition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.3, upon a written order the Issuer Certificate and any other opinion or certificate relating to the issuance of the Company Series or Class of Notes required to be furnished pursuant to Section 5.2 or Section 6.10.
(e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Note for any Series or Class, all 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 and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request. All Notes shall will be dated the date of their authentication. .
(g) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signaturesignature of an authorized signatory, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
Appears in 1 contract
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company (or, in the case of the Initial Notes, the Issuers) by one Officer of the CompanyCompany (or, in the case of the Initial Notes, the Issuers). The signature of any such 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 the Company (or, in the case of the Initial Notes, the Issuers) shall bind the CompanyCompany (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 Company (or, in the case of the Initial Notes, the Issuers) may deliver Notes executed by the 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 for original issue in the aggregate principal amount not to exceed $320.0 million, 1,235.0 million and (ii) subject to Section 407, Additional Notes in one or more series (which 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 Company and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional NotesCompany, in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company (or, in the case of the Initial Notes, the Issuers) in the form of an Officer’s Certificate of the Company (or, in the case of the Initial Notes, the Issuers) (an “Authentication Order”). Such Officer’s Certificate 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, Additional Notes or Exchange Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 750.0 million and (ii) subject to Sections 407 and 413, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 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 one Officer or a member of the Company. The signature of any - such 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 a the proper Officer Officers of the Company (or of a member of the Company executing such Note) shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) - Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 275,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in -- aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate of the Company (an “"Authentication Order”"). Such Officer’s '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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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 (Dynatech Corp)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company each Issuer by one Officer of the Companysuch Issuer. The signature of any such 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 the Company an Issuer shall bind the Companysuch 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 Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 200.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuers in the form of an Officer’s Certificate of each of the Company Issuers (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Companythereof. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authenticationauthentication by manual signature of the Trustee; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 1,300.0 million, (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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: Indenture (HSI IP, Inc.)
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one an Officer of the such Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 1,000,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s 's Certificate (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 Company (an “Authentication Order”)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 Officer’s Certificate '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, that, in the case of Additional Notes, (x) the issuance of such Notes does not contravene any provision of Article 4 of this Indenture 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 Notes, the name or names of the Initial Holder or Holders and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Company by one Officer of the Company. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 400.0 million and (ii) subject to Section 407, Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and, if applicable, original interest accrual date and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notesoriginal interest payment date), in each case specified in clauses (i) through and (iiiii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Officer’s Certificate 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 or Additional Notes, the issue price (in the case of Additional Notes or Exchange Notes Notes) and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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
Execution, Authentication and Delivery and Dating. The Notes ------------------------------------------------- shall be executed on behalf of the Company by one Officer its chairman of the CompanyBoard of Directors, its chief executive officer, its president, or one of its executive vice presidents or senior vice presidents, in each case, attested by its Secretary or one of its assistant secretaries. The signature of any such 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 the Company shall bind the 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 Company may deliver Notes executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $320.0 million, 175,000,000 and (ii) Additional Notes in one or more series from time to time for original issue in aggregate principal amounts specified by the 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, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officer’s Officers' Certificate of the Company (an “"Authentication Order”"). Such Officer’s Officers' -------------------- 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 or Exchange Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the 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