Common use of Execution in Counterparts; Electronic Signatures Clause in Contracts

Execution in Counterparts; Electronic Signatures. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of 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 facsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture 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) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Company Order, Opinion of Counsel, amendment, notice, direction, supplemental indenture or other certificate, opinion of counsel, instrument, agreement 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 2.04 or elsewhere in this Indenture 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. Neither the Trustee nor that Collateral Agent shall have any duty to inquire into, investigate, confirm or otherwise verify the validity, authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Appears in 3 contracts

Sources: Fourth Supplemental Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD), Third Supplemental Indenture (Rockley Photonics Holdings LTD)

Execution in Counterparts; Electronic Signatures. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of 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 facsimile or PDF shall be deemed to be their original signatures for all purposes. This The words “execute,” “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” format) 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 valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means same legal effect, validity and enforceability as a manually executed signature or use of (i) any electronic signature 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 enactments of law based on the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of Act or the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signatureCode. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Company Order, Officers’ Certificate, Opinion of Counsel, amendmentNotes, notice, directioncertificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to this the Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats formats, and (b) all references in Section 2.04 2.02 or elsewhere in this the Indenture 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. Neither the Trustee nor that Collateral Agent shall have any duty to inquire into, investigate, confirm or otherwise verify the validity, authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Appears in 2 contracts

Sources: Indenture (Avadel Pharmaceuticals PLC), Indenture (Avadel Pharmaceuticals PLC)

Execution in Counterparts; Electronic Signatures. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Supplemental Indenture and any certificate, agreement, or other document to be signed in connection with this Indenture 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) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a , in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Company Order, Opinion of Counsel, amendment, notice, direction, supplemental indenture or other certificate, opinion of counsel, instrument, agreement 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 2.04 or elsewhere in this Indenture 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. Neither the Trustee nor that Collateral Agent shall have any duty to inquire into, investigate, confirm or otherwise verify the validity, authenticity or authorization of any such electronic signature and Each party hereto shall be entitled to conclusively rely on any such electronic signature without any upon, and shall have no liability with respect theretoto, 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 Uniform Commercial Code UCC or other Signature Law due to the character or intended character of the writings.

Appears in 2 contracts

Sources: First Supplemental Indenture (Pacira BioSciences, Inc.), First Supplemental Indenture (Flexion Therapeutics Inc)

Execution in Counterparts; Electronic Signatures. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Supplemental Indenture 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) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a , in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Without limitation Each party hereto shall be entitled to the foregoingconclusively rely upon, and anything in this Indenture to the contrary notwithstandingshall have no liability with respect to, (a) any Officer’s Certificatefaxed, Company Orderscanned, Opinion of Counselor photocopied manual signature, amendment, notice, direction, supplemental indenture or other certificateelectronic signature, opinion of counsel, instrument, agreement 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 2.04 or elsewhere in this Indenture 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. Neither the Trustee nor that Collateral Agent other party and shall have any no duty to inquire into, investigate, confirm or otherwise verify the validityvalidity or authenticity thereof. This Supplemental Indenture may be executed in any number of counterparts, authenticity or authorization each of any such electronic signature and which shall be entitled deemed to conclusively rely on any be an original, but such electronic signature without any liability with respect theretocounterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code UCC or other Signature Law due to the character or intended character of the writings.

Appears in 1 contract

Sources: First Supplemental Indenture (Chart Industries Inc)

Execution in Counterparts; Electronic Signatures. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of 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 facsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture (or any documents executed in connection with this Indenture) 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) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a , in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Without limitation Each party hereto shall be entitled to the foregoingconclusively rely upon, and anything in this Indenture to the contrary notwithstandingshall have no liability with respect to, (a) any Officer’s Certificatefaxed, Company Orderscanned, Opinion of Counselor photocopied manual signature, amendment, notice, direction, supplemental indenture or other certificateelectronic signature, opinion of counsel, instrument, agreement 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 2.04 or elsewhere in this Indenture 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. Neither the Trustee nor that Collateral Agent other party and shall have any no duty to inquire into, investigate, confirm or otherwise verify the validity, validity or authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect theretothereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Appears in 1 contract

Sources: Indenture (On Semiconductor Corp)

Execution in Counterparts; Electronic Signatures. This Indenture may be executed in any number of two or more counterparts, each of which when so executed shall be an original, but such counterparts shall together constitute but one and the same instrumentagreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of 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 facsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture (or any documents executed in connection with this Indenture) shall be valid, binding, 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) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures signature law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a , in each case to the extent applicable. Each faxed, scanned, scanned or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Without limitation Each party hereto shall be entitled to the foregoingconclusively rely upon, and anything in this Indenture to the contrary notwithstandingshall have no liability with respect to, (a) any Officer’s Certificatefaxed, Company Orderscanned, Opinion of Counselor photocopied manual signature, amendment, notice, direction, supplemental indenture or other certificateelectronic signature, opinion of counsel, instrument, agreement 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 2.04 or elsewhere in this Indenture 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. Neither the Trustee nor that Collateral Agent other party and shall have any no duty to inquire into, investigate, confirm or otherwise verify the validity, validity or authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect theretothereof. For the avoidance of doubt, original manual signatures shall be used for the execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Appears in 1 contract

Sources: Senior Notes Indenture (Caci International Inc /De/)

Execution in Counterparts; Electronic Signatures. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of 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 facsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture 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) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a , in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Without limitation Each party hereto shall be entitled to the foregoingconclusively rely upon, and anything in this Indenture to the contrary notwithstandingshall have no liability with respect to, (a) any Officer’s Certificatefaxed, Company Orderscanned, Opinion of Counselor photocopied manual signature, amendment, notice, direction, supplemental indenture or other certificateelectronic signature, opinion of counsel, instrument, agreement 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 2.04 or elsewhere in this Indenture 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. Neither the Trustee nor that Collateral Agent other party and shall have any no duty to inquire into, investigate, confirm or otherwise verify the validity, validity or authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect theretothereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Appears in 1 contract

Sources: Indenture (On Semiconductor Corp)