Common use of Execution, Delivery and Dating Clause in Contracts

Execution, Delivery and Dating. (a) The Purchase Money Notes shall be executed on behalf of the Company by one of the Authorized Representatives of the Company. The signature of such Authorized Representative on the Purchase Money Notes may be manual or facsimile. (b) Purchase Money Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Representative of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at the date of issuance of such Purchase Money Notes. (c) Each Purchase Money Note executed and delivered by the Company or the Paying Agent on the Closing Date shall be dated as of the Closing Date. All other Purchase Money Notes that are executed and delivered after the Closing Date for any other purpose under this Agreement shall be dated the date of their execution. (d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be issued in Authorized Denominations reflecting the original aggregate principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the original principal or face amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal or face amount of such subsequently issued Purchase Money Notes.

Appears in 4 contracts

Samples: Custodial and Paying Agency Agreement, Custodial and Paying Agency Agreement, Custodial and Paying Agency Agreement

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Execution, Delivery and Dating. (a) The Purchase Money Notes shall be executed on behalf of the Company by one of the Authorized Representatives of the Company. The signature of such Authorized Representative on the Purchase Money Notes may be manual or facsimile. (b) Purchase Money Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Representative of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at the date of issuance of such Purchase Money Notes. (c) Each Purchase Money Note executed and delivered by the Company or the Paying Agent on the Closing Date shall be dated as of the Closing Date. All other Purchase Money Notes that are executed and delivered after the Closing Date for any other purpose under this Agreement shall be dated the date of their execution. (d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be issued in Authorized Denominations reflecting the original aggregate principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the original principal or face amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal or face amount of such subsequently issued Purchase Money Notes. In the event that any Purchase Money Notes are restructured or reissued pursuant to Section 13.5 of the LLC Operating Agreement or Section 2.8 hereof, such Purchase Money Notes shall be issued in Authorized Denominations reflecting any adjustments to the original aggregate principal or face amount of the Purchase Money Notes so restructured or reissued.

Appears in 2 contracts

Samples: Custodial and Paying Agency Agreement, Custodial and Paying Agency Agreement

Execution, Delivery and Dating. (a) The Purchase Money Notes shall be executed on behalf of the Company by one of the Authorized Representatives of the Company. The signature of such Authorized Representative on the Purchase Money Notes may be manual or facsimile. (b) A Purchase Money Notes Note bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were at any time the was an Authorized Representative of the Company when such Purchase Money Note was executed shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased individual later ceases to hold such offices prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at the date of issuance of such Purchase Money Notesbe an Authorized Representative. (c) Each Purchase Money Note executed and delivered by the Company or the Paying Agent on the Closing Date shall be dated as of the Closing Date. All other Purchase Money Notes that are executed and delivered after the Closing Date for any other purpose under this Agreement or thereafter shall be dated the date of their executionClosing Date. (d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be issued in Authorized Denominations (subject to the proviso to the first sentence of Section 2.6(b)) reflecting the original aggregate principal or face amount Original Amount of the Purchase Money Notes so transferred, exchanged or replaced, and shall be dated the Closing Date, but shall represent only the actual current outstanding principal or face amount of, and the same rights with respect to the payment of interest as, the Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the original principal or face amount Original Amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and (subject to the preceding sentence) shall be deemed to be the original aggregate principal or face amount Original Amount of such subsequently issued Purchase Money Notes. If any Purchase Money Note is in the custody of the Paying Agent, the Paying Agent shall, upon any payment in respect of the principal amount thereof, endorse such Purchase Money Note on Schedule A thereto to reflect such payment. In any event, the Paying Agent shall complete Schedule A of each Purchase Money Note issued upon transfer, exchange or replacement of any other Purchase Money Note(s) to set forth the amount of all payments of the Original Amount previously made on the old Purchase Money Note (or portion thereof) or Purchase Money Notes (or portions thereof) with respect to which such new Purchase Money Note is issued and the date to which interest on such old Purchase Money Note(s) has been paid. (e) Prior to the exchange of all outstanding Non-Global Certificated Notes for the Global Note(s) pursuant to Section 2.5, and after any exchange of the Global Notes for Non-Global Certificated Notes pursuant to Section 2.11(a), Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be in the form of Non-Global Certificated Notes. After the exchange of all outstanding Non-Global Certificated Notes for the Global Note(s) pursuant to Section 2.5 and prior to any exchange of the Global Notes for Non-Global Certificated Notes pursuant to Section 2.11(a), no Non-Global Certificated Notes shall be issued. Except pursuant to Section 2.11(a), Global Notes may only be exchanged for other Global Notes.

Appears in 1 contract

Samples: Custodial and Paying Agency Agreement (First Citizens Bancshares Inc /De/)

Execution, Delivery and Dating. (a) The Purchase Money Notes shall be executed on behalf of the Company by one of the Authorized Representatives of the Company. The signature of such Authorized Representative on the Purchase Money Notes may be manual or facsimile. (b) Purchase Money Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Representative of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at the date of issuance of such Purchase Money Notes. (c) Each Purchase Money Note executed and delivered by the Company or the Paying Agent on the Closing Date shall be dated as of the Closing Date. All other Purchase Money Notes that are executed and delivered after the Closing Date for any other purpose under pursuant to this Agreement shall be dated the date of their execution. (d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be issued in Authorized Denominations reflecting (except, for the avoidance of doubt, as otherwise specified in Section 2.19(a)) the original aggregate principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the original principal or face amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal or face amount of such subsequently issued Purchase Money Notes. In the event that any Purchase Money Notes are restructured or reissued pursuant to Section 13.5 of the LLC Operating Agreement or Section 2.8 of this Agreement, such Purchase Money Notes shall be issued in Authorized Denominations reflecting any adjustments to the original aggregate principal or face amount of the Purchase Money Notes so restructured or reissued.

Appears in 1 contract

Samples: Custodial and Paying Agency Agreement

Execution, Delivery and Dating. (a) The Purchase Money Notes Note shall be executed on behalf of the Company by one of the Authorized Representatives of the Company. The signature of such Authorized Representative on the Purchase Money Notes Note may be manual or facsimile. (b) A Purchase Money Notes Note bearing the manual or facsimile signatures of individuals who were at any time the Authorized Representative of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Purchase Money Notes Note or did not hold such offices at the date of issuance of such Purchase Money NotesNote. (c) Each The Purchase Money Note executed and delivered by the Company or the Paying Agent on the Closing Date shall be dated as of the Closing Date. All Any other Purchase Money Notes Note that are is executed and delivered after the Closing Date for any other purpose under this Agreement shall be dated the date of their its execution. (d) A Purchase Money Notes Note issued upon transfer, exchange or replacement of other another Purchase Money Notes Note shall be issued in Authorized Denominations reflecting the original aggregate principal or face amount of the Purchase Money Notes Note so transferred, exchanged or replaced, but shall represent only the current outstanding principal or face amount of the Purchase Money Notes Note so transferred, exchanged or replaced. In the event that any the Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the original principal or face amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and such proportionate amount shall be deemed to be the original aggregate principal or face amount of such subsequently issued Purchase Money NotesNote.

Appears in 1 contract

Samples: Custodial and Paying Agency Agreement

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Execution, Delivery and Dating. (a) The Purchase Money Notes shall are to be executed on behalf of the Company by one of the Authorized Representatives of the Company, it being understood that the Purchase Money Notes originally issued on the Closing Date as described in Section1(a) of this Annex I were executed and delivered on behalf of the Company by the Receiver as the sole member and manager of the Company at that time (and such execution and delivery, and such Purchase Money Notes, are hereby confirmed, approved and ratified in all respects by the Company and the Private Owner, and, without limitation of the foregoing, such Purchase Money Notes will be deemed to have been executed and delivered by Authorized Representatives of the Company for all purposes of this Agreement). The signature of such Authorized Representative on the Purchase Money Notes may be manual or facsimile. (b) Purchase Money Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Representative of the Company shall will bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at the date of issuance of such Purchase Money Notes. (c) Each Purchase Money Note executed and delivered by the Company or the Paying Agent (on the Closing Date shall or otherwise) is to be dated as of the Closing Date. All other Date (or, in the case of any Purchase Money Notes that are executed and delivered after Note of any Class first issued pursuant to Section 5 of this Annex I, or pursuant to Section 7.2(b) or 7.2(c) of the Closing Date for any other purpose under this Agreement shall be dated Transfer Agreement, as of the date of their executionoriginal issuance thereof). (d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall (or portions thereof) are to be issued in Authorized Denominations (subject to the proviso to the first sentence of Section 1(b) of this Annex I) reflecting (except as otherwise provided in Section 5 of this Annex I or Section 7.2(b) or 7.2(c) of the original aggregate principal or face amount Transfer Agreement) the Original Face Amount of the Purchase Money Notes (or portions thereof) so transferred, exchanged or replaced, but shall will represent only the actual current outstanding principal or face amount of, and the same rights with respect to payment of interest as, the Purchase Money Notes (or portions thereof) so transferred, exchanged or replaced. In the event that If any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article IIAnnex I, the original principal or face amount Original Face Amount of such Purchase Money Note shall is to be proportionately divided among the Purchase Money Notes delivered in exchange therefor and shall (subject to the preceding sentence) is to be deemed to be the original aggregate principal or face amount Original Face Amount of such subsequently issued Purchase Money Notes. If any Purchase Money Note is in the custody of the Paying Agent, upon any payment in respect of the principal amount thereof or interest thereon, the Paying Agent is to endorse such Purchase Money Note on Schedule A thereto to reflect such payment. In any event, the Paying Agent is to complete Schedule A of each Purchase Money Note issued upon transfer, exchange or replacement of any other Purchase Money Note (including any Rule 144A Global Note issued pursuant to Section 15 of this Annex I and any Certificated Note issued pursuant to Section 1(l) of this Annex I) to set forth (i) the amount and dates of all payments previously made with respect to the Original Face Amount of such other Purchase Money Note (or portions thereof) so transferred, exchanged or replaced, and (ii) the amount and dates of all payments of interest made with respect to such other Purchase Money Note(s) (or portions thereof) so transferred, exchanged or replaced. (e) From and after the Closing Date, if a Holder requests for its Purchase Money Note to be held by the Paying Agent or such Purchase Money Note is otherwise required to be so held by the Paying Agent pursuant to the terms of this Agreement, such Purchase Money Note will, following delivery thereof to the Paying Agent and until release pursuant to the terms of this Agreement, be held by the Paying Agent, as custodian for, and for the benefit of, the Holder of such Purchase Money Note. The Paying Agent must hold the Purchase Money Note in safekeeping and will release the same only upon receipt of written instructions (in respect of such Purchase Money Note as a Debt Agreement) pursuant to Section 2.2 of this Agreement, or as otherwise expressly contemplated in this Agreement. After its release of the Purchase Money Note in accordance with the provisions of this Agreement, the Paying Agent will have no obligation or liability with respect to the safekeeping of the Purchase Money Note. The Purchase Money Notes to be delivered in physical form to the Paying Agent shall be delivered as set forth herein. Under no circumstances by virtue of safekeeping a Purchase Money Note will the Paying Agent be obligated to bring legal action or institute proceedings against any person on behalf of the Holder thereof. For so long as the Paying Agent is holding a Purchase Money Note, the Paying Agent will hold the Purchase Money Note at the below location, or any other location in the continental United States; provided the Paying Agent has given prior notice to the Holder and the PMN Agent of such new location: Computershare Corporate Trust Attn: Trust Vault St. Xxxx 0000 Xxxxxx Xxxx Xxxxx Xx. Xxxx, MN 55108

Appears in 1 contract

Samples: Custodial and Paying Agency Agreement

Execution, Delivery and Dating. (a) The Purchase Money Notes shall be executed on behalf of the Company by one of the Authorized Representatives of the Company. The signature of such Authorized Representative on the Purchase Money Notes may be manual or facsimile. (b) Purchase Money Notes bearing the manual or facsimile signatures of individuals who were at any time the Authorized Representative of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Purchase Money Notes or did not hold such offices at the date of issuance of such Purchase Money Notes. (c) Each Purchase Money Note executed and delivered by the Company or the Paying Agent on the Closing Date shall be dated as of the Closing Date. All other Purchase Money Notes that are executed and delivered after the Closing Date for any other purpose under pursuant to this Agreement shall be dated the date of their execution. (d) Purchase Money Notes issued upon transfer, exchange or replacement of other Purchase Money Notes shall be issued in Authorized Denominations reflecting (except, for the avoidance of doubt, as otherwise specified in Section 2.19(a) of this Agreement) the original aggregate principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal or face amount of the Purchase Money Notes so transferred, exchanged or replaced. In the event that any Purchase Money Note is divided into more than one Purchase Money Note in accordance with this Article II, the original principal or face amount of such Purchase Money Note shall be proportionately divided among the Purchase Money Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal or face amount of such subsequently issued Purchase Money Notes. In the event that any Purchase Money Notes are restructured or reissued pursuant to Section 13.5 of the LLC Operating Agreement or Section 2.8 of this Agreement, such Purchase Money Notes shall be issued in Authorized Denominations reflecting any adjustments to the original aggregate principal or face amount of the Purchase Money Notes so restructured or reissued.

Appears in 1 contract

Samples: Custodial and Paying Agency Agreement

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