Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words of like import in this Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Opinion of Counsel, Definitive Note, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, instrument, agreement, notice or other document delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note Global Note to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats.
Appears in 6 contracts
Samples: Indenture (Crocs, Inc.), Supplemental Indenture (Crocs, Inc.), Supplemental Indenture (Energizer Holdings, Inc.)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words exchange of like import in copies of this Indenture and of signature pages by facsimile or PDF transmission shall include images constitute effective execution and delivery of manually executed signatures this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimilefacsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture shall be valid, email binding and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned or photocopied manual signature; or (iii) any other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on enactments of the Uniform Electronic Transactions Act or and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code. Without limitation UCC (collectively, “Signature Law”), in each case to the foregoingextent applicable. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and anything in this Indenture to the contrary notwithstandingshall have no liability with respect to, (a) any Officers’ Certificatefaxed, Opinion of Counselscanned or photocopied manual signature, Definitive Note, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificateelectronic signature, instrumentof any other party and shall have no duty to investigate, agreement, notice confirm or other document delivered pursuant to this otherwise verify the validity or authenticity thereof. This Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or executed in any Definitive Note Global Note to the executionnumber of counterparts, attestation or authentication each of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature which shall be deemed to include be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures that are made shall be used for execution or transmitted by any indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the foregoing electronic means or formatswritings.
Appears in 2 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” “signed,” “signature,” and words of like import in this Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Opinion of Counsel, Definitive Note, Global Note, Note GuaranteeGuaranty, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, instrument, agreement, notice or other document or instrument delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note or Global Note to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats.
Appears in 1 contract
Samples: Indenture (Valaris LTD)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words Delivery of like import in an executed counterpart of a signature page to this Indenture shall include images of manually executed signatures transmitted by facsimile, email facsimile or other electronic format transmission (includinge.g., without limitation, a “pdf,” “tif” or “jpgtif”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be effective as delivery of the same legal effect, validity and enforceability as a manually executed counterpart thereof. This Indenture and any certificate, agreement or other document to be signed in connection with this Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) in the case of this Indenture and any certificate, agreement or other document to be signed in connection with this Indenture and the transactions contemplated hereby, other than any Securities, any electronic signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on enactments of the Uniform Electronic Transactions Act or Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial CodeCode (collectively, “Signature Law”). Without limitation to Each electronic signature (except in the foregoingcase of any Securities) or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and anything admissibility in this Indenture evidence as an original manual signature. Each party hereto shall be entitled to the contrary notwithstandingconclusively rely upon, (a) and shall have no liability with respect to, any Officers’ Certificatefaxed, Opinion of Counselscanned, Definitive Noteor photocopied manual signature, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificateelectronic signature (except in 100 the case of any Securities), instrumentof any party and shall have no duty to investigate, agreementconfirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, notice or other document delivered pursuant to this Indenture may original manual signatures shall be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note Global Note to the execution, attestation or used for authentication of any Note Securities by the Trustee and for execution or any certificate indorsement of authentication appearing on writings when required under the Uniform Commercial Code or attached other Signature Law due to any Note by means of a manual the character or facsimile signature shall be deemed to include signatures that are made or transmitted by any intended character of the foregoing electronic means or formatswritings.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words Delivery of like import in an executed counterpart of a signature page to this Indenture shall include images of manually executed signatures transmitted by facsimile, email facsimile or other electronic format transmission (includinge.g., without limitation, a “pdf,” “tif” or “jpgtif”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be effective as delivery of the same legal effect, validity and enforceability as a manually executed counterpart thereof. This Indenture and any certificate, agreement or other document to be signed in connection with this Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) in the case of this Indenture and any certificate, agreement or other document to be signed in connection with this Indenture and the transactions contemplated hereby, other than any Securities, any electronic signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on enactments of the Uniform Electronic Transactions Act or Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial CodeCode (collectively, “Signature Law”). Without limitation to Each electronic signature (except in the foregoingcase of any Securities) or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and anything admissibility in this Indenture evidence as an original manual signature. Each party hereto shall be entitled to the contrary notwithstandingconclusively rely upon, (a) and shall have no liability with 91 respect to, any Officers’ Certificatefaxed, Opinion of Counselscanned, Definitive Noteor photocopied manual signature, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificateelectronic signature (except in the case of any Securities), instrumentof any party and shall have no duty to investigate, agreementconfirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, notice or other document delivered pursuant to this Indenture may original manual signatures shall be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note Global Note to the execution, attestation or used for authentication of any Note Securities by the Trustee and for execution or any certificate indorsement of authentication appearing on writings when required under the Uniform Commercial Code or attached other Signature Law due to any Note by means of a manual the character or facsimile signature shall be deemed to include signatures that are made or transmitted by any intended character of the foregoing electronic means or formatswritings.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words exchange of like import in copies of this Indenture and of signature pages by facsimile or PDF transmission shall include images constitute effective execution and delivery of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) this Indenture as to the parties hereto and other electronic signatures (including without limitation, DocuSign and AdobeSign)may be used in lieu of the original Indenture for all purposes. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) This Agreement shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the same legal effect, validity and enforceability as a manually executed party by means of (i) any electronic signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on enactments of the Uniform Electronic Transactions Act or Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial CodeCode (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Without limitation to Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the foregoingsame validity, legal effect, and anything admissibility in this Indenture evidence as an original manual signature. Each party hereto shall be entitled to the contrary notwithstandingconclusively rely upon, (a) and shall have no liability with respect to, any Officers’ Certificatefaxed, Opinion of Counselscanned, Definitive Noteor photocopied manual signature, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificateelectronic signature, instrumentof any party and shall have no duty to investigate, agreement, notice confirm or other document delivered pursuant to this Indenture otherwise verify the validity or authenticity thereof. This Agreement may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or executed in any Definitive Note Global Note to the executionnumber of counterparts, attestation or authentication each of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature which shall be deemed to include be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures that are made shall be used for execution or transmitted by any indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the foregoing electronic means or formatswritings.
Appears in 1 contract
Samples: Indenture (UL Solutions Inc.)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” “signed,” “signature,” and words of like import in this Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, including “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, including any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, including any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officers’ Officer’s Certificate, Opinion of Counsel, Definitive Note, Global Note, Note GuaranteeGuaranty, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, instrument, agreement, notice or other document or instrument delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note or Global Note to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats.
Appears in 1 contract
Samples: Indenture (Seadrill LTD)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words exchange of like import in copies of this Indenture and of signature pages by facsimile or PDF transmission shall include images constitute effective execution and delivery of manually executed signatures this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimilefacsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture shall be valid, email binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on enactments of the Uniform Electronic Transactions Act or Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code. Without limitation Code (collectively, “Signature Law”), in each case to the foregoingextent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and anything admissibility in this Indenture evidence as an original manual signature. Each party hereto shall be entitled to the contrary notwithstandingconclusively rely upon, (a) and shall have no liability with respect to, any Officers’ Certificatefaxed, Opinion of Counselscanned, Definitive Noteor photocopied manual signature, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificateelectronic signature, instrumentof any other party and shall have no duty to investigate, agreement, notice confirm or other document delivered pursuant to this otherwise verify the validity or authenticity thereof. This Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or executed in any Definitive Note Global Note to the executionnumber of counterparts, attestation or authentication each of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature which shall be deemed to include be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures that are made shall be used for execution or transmitted by any indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the foregoing electronic means or formatswritings.
Appears in 1 contract
Samples: Indenture (ACCO BRANDS Corp)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” “signed,” “signature,” and words of like import in this Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable lawApplicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable lawApplicable Law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officers’ Certificate, Opinion of Counsel, Definitive Note, Global Note, Note Guarantee, certificate of authentication appearing on or attached to any NoteGuaranty, supplemental indenture or other certificate, instrument, agreement, notice or other document or instrument delivered pursuant to this Indenture Indenture, other than the Trustee’s certificate of authentication appearing on or attached to any Note, may be executed, attested and transmitted by any of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note or Global Note to the execution, execution or attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats.
Appears in 1 contract
Samples: Junior Lien Intercreditor Agreement (Diamond Offshore Drilling, Inc.)
Multiple Originals; Electronic Signatures. The parties may sign any number of copies of this IndentureIndenture by manual signature, which may be provided by facsimile or electronically, with PDF. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The words “execution,” signed,” signature,” and words exchange of like import in copies of this Indenture and of signature pages by facsimile or PDF transmission shall include images constitute effective execution and delivery of manually executed signatures this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimilefacsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture shall be valid, email binding and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on enactments of the Uniform Electronic Transactions Act or and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code. Without limitation UCC (collectively, “Signature Law”), in each case to the foregoingextent applicable. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and anything in this Indenture shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the contrary notwithstanding, (a) any Officers’ Certificate, Opinion of Counsel, Definitive Note, Global Note, Note Guarantee, certificate of authentication appearing on character or attached to any Note, supplemental indenture or other certificate, instrument, agreement, notice or other document delivered pursuant to this Indenture may be executed, attested and transmitted by any intended character of the foregoing electronic means and formats, and (b) all references in Section 2.03 (Execution and Authentication) or elsewhere in this Indenture or in any Definitive Note Global Note to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formatswritings.
Appears in 1 contract