Certificate and Opinion as to Conditions ---------------------------------------- Precedent. --------- Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:
(1) an Officers' Certificate (in form and substance reasonably satisfactory to the Trustee) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
(2) an Opinion of Counsel (in form and substance reasonably satisfactory to the Trustee) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
Certificate and Opinion. As To Conditions Precedent 92 Section 13.05. Statements Required In Certificate Or Opinion 93 Section 13.06. Payment Date Other Than A Business Day 93 Section 13.07. Governing Law 93 Section 13.08. No Adverse Interpretation Of Other Agreements 93 Section 13.09. Successors 93 Section 13.10. Duplicate Originals 93 Section 13.11. Separability 94
Certificate and Opinion. As To Conditions Precedent 43 Section 10.5. Statement Required In Certificate and Opinion 43 Section 10.6. Rules by Trustee and Agents 44 Section 10.7. Business Days; Place of Payment 44 Section 10.8. Governing Law 44 Section 10.9. No Adverse Interpretation of Other Agreements 44 Section 10.10. No Recourse Against Others 44 Section 10.11. Successors 44 Section 10.12. Multiple Counterparts 45 Section 10.13. Table of Contents, Headings, Etc. 45 Section 10.14. Severability 45 Section 10.15. Securities In A Foreign Currency 45 Section 10.16. Judgment Currency 46 INDENTURE, dated as of February 26, 2008, by and between Biogen Idec Inc., a Delaware corporation, as Issuer (the “Company”), and The Bank of New York Trust Company, N.A., a national association, as Trustee (the “Trustee”).
Certificate and Opinion. As To Conditions Precedent. 48 Section 10.4
Certificate and Opinion as to Conditions Precedent --------------------------------------------------
(a) Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee:
(1) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and
(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with.
(b) Each Officers' Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, -------- however, that with respect to matters of fact an Opinion of Counsel may ------- rely on an Officers' Certificate or certificates of public officials.
Certificate and Opinion as to Conditions Precedent -------------------------------------------------- Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:
(a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Certificate and Opinion. (a) Upon any request or application by the Company and/or the Stockholder to the Trustee to take any action under this Trust Agreement, the Trustee shall be entitled, upon request, to receive from the Company and/or the Stockholder:
(i) an Officer’s certificate signed by an officer of the Company or the Stockholder, as applicable, that is a vice president or more senior officer to the effect that all conditions precedent and covenants relating to the Company or the Stockholder, respectively, if any, provided for in this Trust Agreement relating to the proposed action have been satisfied, and the action complies with the Trust Agreement; and
(ii) an Opinion of Counsel to the effect that, in the opinion of such counsel, all conditions precedent and covenants with respect to such action to be taken by the Company or the Stockholder, respectively, have been satisfied, and such action complies with the Trust Agreement.
(b) Whenever an Opinion of Counsel is required or requested to be delivered hereunder, or a certificate is required to be delivered under Paragraphs 5 or 7 hereof, the Stockholder or the Company, as the case may be, shall deliver such opinion or certificate to the other at least two business days before delivery to the Trustee.
Certificate and Opinion of Counsel as to Conditions- --------------------------------------------------- Precedent. --------- Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with (which officer signing such certificate may rely, as to matters of law, on an Opinion of Counsel), (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of counsel, all such conditions have been complied with (which counsel, as to factual matters, may rely on an Officers' Certificate and certificates of public officials) and (c) where applicable, a certificate or opinion by an independent certified public accountant satisfactory to the Trustee that complies with TIA (S) 314(c).
Certificate and Opinion. Lessee shall have delivered to Lessor and each Transferee an officer's certificate and an opinion of counsel satisfactory to each of them, each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement described in Section 8.02 (A) comply with this Section 8.02 that the agreements entered into to affect such consolidation, merger, conveyance, transfer or lease and such assumption agreement are legal, valid and binding obligations of the Successor, enforceable in accordance with their respective terms, and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any such consolidation, merger, conveyance, transfer or lease, the Successor shall succeed to be substituted for, and may exercise every right and power of Lessee under the Lease and Indemnity Agreement to which Lessee is a party with the same effect as if the Successor had been named as Lessee therein. No such conveyance transfer or lease of substantially all the assets of Lessee as an entirety shall have the effect of releasing Lessee or any Successor which shall theretofore have become such in the manner prescribed in this Section 8.02 from its liability hereunder. Nothing contained herein shall permit any lease, sublease or other arrangement for the use, operation or possession of the Aircraft except in compliance with the applicable provisions of the Lease.
Certificate and Opinion. In accordance with Section 10.06 of the Indenture, the Company has furnished to the Trustee (A) an Officers’ Certificate in the form attached hereto as Exhibit A and (B) an Opinion of Counsel in the form attached hereto as Exhibit B, stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture. The Trustee shall be fully protected in relying upon such Opinion of Counsel and Officers’ Certificate.
