Execution Completion Authentication and Delivery Sample Clauses
The 'Execution, Completion, Authentication and Delivery' clause defines the procedures and requirements for formally signing, finalizing, verifying, and transferring legal documents between parties. It typically outlines who must sign the document, how signatures are to be authenticated (such as through witnesses or notaries), and the method by which the completed document is delivered to all relevant parties, whether in physical or electronic form. This clause ensures that all parties are bound by a properly executed agreement, reducing the risk of disputes over the validity or enforceability of the contract.
Execution Completion Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by one or more officers of the Issuer authorized to do so pursuant to one or more resolutions of the Issuer, whose signatures may be manual or facsimile (an "Authorized Officer"). Notes bearing the manual or facsimile signature of an Authorized Officer shall bind the Issuer, notwithstanding that such person no longer serves as the official so authorized to execute the Notes prior to the authentication and delivery of the Notes or was not such an official at the date of execution of such Notes. The Global Agent shall have no responsibility to the Issuer to determine by whom or by what means a facsimile signature may have been affixed on the Notes, or to determine whether any facsimile or manual signature is genuine.
(b) From time to time the Issuer shall furnish the Global Agent with a certificate of the Issuer, substantially in the form of Exhibit C hereto, certifying the incumbency and specimen signatures of each Authorized Officer of the Issuer (the "Incumbency Certificate"). Until the Global Agent receives a subsequent Incumbency Certificate, the Global Agent shall be entitled to rely on the last such Incumbency Certificate delivered to it for purposes of determining who is an Authorized Officer.
(c) The Global Agent shall authenticate and deliver the Notes, each substantially in the forms attached hereto.
(d) The Global Agent shall hold on deposit each DTC Note executed and authenticated as provided in this Section 3(d) as DTC Custodian. Upon issuance of any Common Depository Note to be held on deposit by the Global Agent, the Registrar or its duly appointed agent shall record the name of Cede & Co. as the nominee of the Common Depositary as the registered Holder of such Common Depository Note. Upon issuance of any DTC Note to be held on deposit by the Global Agent as custodian for the benefit of DTC, the Registrar or its duly appointed agent shall record Cede & Co. as the nominee of DTC as the registered Holder of such DTC Note.
(e) The Notes are subject to early redemption by the Issuer as set forth in Section
Execution Completion Authentication and Delivery