AUTHENTICATION AND EXCHANGE OF THE NOTES Clause Samples

AUTHENTICATION AND EXCHANGE OF THE NOTES. Immediately upon issue, the Issuer shall deliver the duly executed and completed Global Notes to or to the order of the Paying Agent. The Paying Agent is authorised, upon receiving written instructions from the Issuer to do so, to authenticate the Global Notes and deliver them to the Depositary to be held upon the terms of the Deposit Agreement.
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AUTHENTICATION AND EXCHANGE OF THE NOTES. 3.1 Immediately upon issue, the Issuer shall deliver the duly executed and completed Global Notes to or to the order of the Paying Agent. The Paying Agent is authorised, upon receiving written instructions from the Issuer to do so, to authenticate the Global Notes and deliver them to the Depositary to be held upon the terms of the Deposit Agreement. 3.2 If, in accordance with the applicable Indenture, Definitive Registered Notes of a Tranche are to be issued, the Issuer shall, at least 30 days before the date on which a Global Note may be exchanged for Definitive Registered Notes of such Tranche, cause sufficient Definitive Registered Notes of such Tranche to be executed and delivered to the Paying Agent, together with a written order for the authentication of such Definitive Registered Notes. 3.3 In order to receive the Definitive Registered Notes of a Tranche, the bearer of the Global Note of such Tranche must provide the Paying Agent with a written order containing the instructions and such other information as the Issuer and the Paying Agent may require to complete, execute and deliver the Definitive Registered Notes of such Tranche including the name and address of each person in whose name such Definitive Registered Notes are to be registered. The Paying Agent will provide the Registrar with full details of any Definitive Registered Senior Notes or Definitive Registered Junior Notes, as the case may be, issued so that the Registrar may make the appropriate entries in the Senior Note Register or Junior Note Register, as the case may be, as provided in Clause 10. 3.4 Upon receipt of the documents referred to in Clause 3.2 and Clause 3.3, presentation of the Global Note of a Tranche to the Paying Agent and receipt of the written order of the Issuer, the Paying Agent shall arrange for the authentication and delivery to, or to the order of, the person or persons named in the order referred to in Clause 3.3 of Definitive Registered Notes, of such Tranche, registered in the name or names requested by those person or persons and the Paying Agent shall procure the corresponding reduction of the principal amount of the Global Note of such Tranche in exchange for which the Definitive Registered Notes are issued, by annotation in the relevant Schedule to such Global Note of such Tranche accordingly.
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AUTHENTICATION AND EXCHANGE OF THE NOTES. ‌ 3.1 The Temporary Global Note and the Permanent Global Note
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AUTHENTICATION AND EXCHANGE OF THE NOTES. 3.1 The Temporary Global Note and the Permanent Global Note: Immediately before issue, the Issuer shall deliver the duly executed Temporary Global Note and Permanent Global Note to the Principal Paying Agent. The Principal Paying Agent (or its agent on its behalf) shall authenticate the Temporary Global Note and the Permanent Global Note and return the Temporary Global Note and the Permanent Global Note to or to the order of the Issuer for delivery to a depositary common to Euroclear Bank S.A./N.V. as operator of the Euroclear System and Clearstream Banking, société anonyme.
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AUTHENTICATION AND EXCHANGE OF THE NOTES 
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Related to AUTHENTICATION AND EXCHANGE OF THE NOTES

  • Authentication of Notes If, at the time the successor by merger or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, Notes have been authenticated but not delivered, the successor Indenture Trustee may adopt the certificate of authentication of a predecessor Indenture Trustee and deliver the Notes so authenticated. If at that time any Notes have not been authenticated, the successor Indenture Trustee may authenticate the Notes. In each of those cases, the certificates will have the same force and effect provided in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.

  • Authentication Date The Notes of this Series shall be dated the date of their authentication.

  • Authentication of Trust Certificates On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

  • Authentication and Delivery of Securities At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

  • Authentication and Delivery of Debt Securities At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Debt Securities of any series executed by the Partnership to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Partnership Order. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: (a) a copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the General Partner, authorizing the terms of issuance of any series of Debt Securities; (b) an executed supplemental Indenture, if any; (c) an Officers’ Certificate; and (d) an Opinion of Counsel prepared in accordance with Section 13.05 which shall also state: (i) that the form of such Debt Securities has been established by or pursuant to a resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture; (ii) that the terms of such Debt Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture; (iii) that such Debt Securities, when authenticated and delivered by the Trustee and issued by the Partnership in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Partnership, enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (iv) that the Partnership has the partnership power to issue such Debt Securities and has duly taken all necessary partnership action with respect to such issuance; (v) that the issuance of such Debt Securities will not contravene the organizational documents of the Partnership or result in any material violation of any of the terms or provisions of any law or regulation or of any material indenture, mortgage or other agreement known to such counsel by which the Partnership is bound; (vi) that authentication and delivery of such Debt Securities and the execution and delivery of any supplemental Indenture will not violate the terms of this Indenture; and (vii) such other matters as the Trustee may reasonably request. Such Opinion of Counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of the United States. The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors, trustees or officers (or any combination thereof) shall determine that such action would expose the Trustee to personal liability to existing Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Partnership to authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. Unless otherwise provided in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication.