Common use of Certificate and Opinion as to Conditions Precedent Clause in Contracts

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 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 185 contracts

Samples: Indenture (Tapestry, Inc.), Indenture (Inspire Veterinary Partners, Inc.), Indenture (RDE, Inc.)

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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 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 118 contracts

Samples: Indenture (Tivo Inc), Indenture (DST Systems Inc), Indenture (German American Bancorp, Inc.)

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: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 102 contracts

Samples: Indenture (Sunopta Inc), Indenture (Sierra Health Services Inc), Indenture (Laboratory Corp of America Holdings)

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’ Officer’s Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 48 contracts

Samples: Indenture (Tigo Energy, Inc.), Indenture (Palantir Technologies Inc.), Indenture (Zentalis Pharmaceuticals, Inc.)

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: (ai) an Officers' Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 46 contracts

Samples: Indenture (Primark Corp), Indenture (Advanced Lighting Technologies Inc), Indenture (Ccir of California Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall will furnish to the Trustee: (a1) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this the Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 37 contracts

Samples: Indenture (Huntington Ingalls Industries, Inc.), Indenture (Enova International, Inc.), Indenture (Huntington Ingalls Industries, Inc.)

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: (ai) an Officers' Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 25 contracts

Samples: Junior Subordinated Indenture (Aes Trust V), Indenture (Aes Trust V), Junior Subordinated Indenture (Aes Trust Ii)

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: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 22 contracts

Samples: Trust Indenture and Security Agreement (Korth Direct Mortgage Inc.), Indenture (Cabot Corp), Trust Indenture and Security Agreement (Korth Direct Mortgage Inc.)

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 will furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 18 contracts

Samples: Indenture (UWM Holdings Corp), Indenture (UWM Holdings Corp), Indenture (E Trade Financial Corp)

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: (ai) an Officers’ Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 16 contracts

Samples: Guaranty Agreement (Steel Dynamics Inc), Indenture (Steel Dynamics Inc), Indenture (SPX FLOW, Inc.)

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 if so requested furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 15 contracts

Samples: Indenture (Multimedia Games Inc), Indenture (Cable Design Technologies Corp), Indenture (Plexus Corp)

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 at the request of the Trustee: (a1) an Officers’ Certificate ' Certificate, in form and substance 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 14 contracts

Samples: Indenture (Leslies Poolmart Inc), Indenture (Simonds Industries Inc), Indenture (Packaged Ice Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 14 contracts

Samples: Indenture (Credit Suisse Group Funding (Guernsey) LTD), Indenture (Credit Suisse Group Funding (Guernsey) LTD), Indenture (Credit Suisse Group Funding (Guernsey) LTD)

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 will furnish to the Trustee: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 11 contracts

Samples: Indenture (Century Aluminum Co), Indenture (Century Aluminum Co), Indenture (Cosan Ltd.)

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 will furnish to the Trustee: (a1) an Officers’ Officer’s Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 11 contracts

Samples: Indenture (SB/RH Holdings, LLC), Indenture (J2 Global, Inc.), Indenture (SB/RH Holdings, LLC)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall will furnish to the Trustee: (a1) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this the Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 10 contracts

Samples: Indenture (Vitro Sa De Cv), Indenture (Vitro Sa De Cv), Indenture (Compaq Computer Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantors to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a1) an Officers’ Certificate ' Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions precedentprecedent to be performed by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent to be performed by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with.

Appears in 10 contracts

Samples: Indenture (Huntsman Advanced Materials (UK) LTD), Indenture (Huntsman Polymers Corp), Indenture (Huntsman LLC)

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: (a1) an Officers’ Officer's Certificate (complying with Section 11.05 hereof) stating that, in the opinion of the signerssuch Officer, all conditions precedent, if any, provided for in this Indenture relating precedent to the proposed taking of such action have been complied with; and (b2) if appropriate, an Opinion of Counsel (complying with Section 11.05 hereof) stating that, in the opinion of such counsel, counsel all such conditions precedent to the taking of such action have been complied with.

Appears in 9 contracts

Samples: Indenture (Public Service Enterprise Group Inc), Indenture (Public Service Electric & Gas Co), Indenture (Pseg Power Capital Trust V)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantors to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a1) an Officers’ Certificate Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions precedentprecedent to be performed by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent to be performed by the Company, if any, provided for in this Indenture relating to the proposed action have been complied with.

Appears in 9 contracts

Samples: Indenture (Huntsman CORP), Indenture (Huntsman CORP), Indenture (Huntsman Petrochemical Finance Co)

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: : (ai) an Officers' Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action actions have been complied with; and and (bii) an Opinion of Counsel in form and substance satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 9 contracts

Samples: Indenture (Intervest Mortgage Corp), Indenture (Intervest Mortgage Corp), Indenture (Intervest Corporation of New York)

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: (a1) an An Officers' Certificate 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 fully complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been fully complied with.

Appears in 8 contracts

Samples: Indenture (Neenah Foundry Co), Indenture (Cast Alloys Inc), Indenture (Neenah Foundry Co)

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: (ai) an Officers' Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 8 contracts

Samples: Indenture (Urs Corp /New/), Indenture (Aon Corp), Indenture (TVN Entertainment Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuers to the Trustee to take any action under this Indenture, the Company Issuers shall furnish to the Trustee: (a) an Officers’ Officer’s Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 7 contracts

Samples: Indenture (Sunoco, LLC), Indenture (Landmark Infrastructure Finance Corp.), Indenture Agreement (Direct Fuels LLC)

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: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with. Notwithstanding the foregoing, no such Opinion of Counsel shall be required with respect to the authentication and delivery of any Notes.

Appears in 7 contracts

Samples: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall will furnish to the Trustee: (ai) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this the Indenture relating to the proposed action have been complied with; and (bii) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 7 contracts

Samples: Indenture (Ipalco Enterprises, Inc.), Indenture (Ipalco Enterprises, Inc.), Indenture (Ipalco Enterprises, Inc.)

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 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 (b) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 7 contracts

Samples: Indenture (Becton Dickinson & Co), Senior Euro Notes Indenture (Viatel Inc), Senior Notes Indenture (Colo Com)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Corporation to the Trustee to take any action under this Indenture, the Company Corporation shall furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 7 contracts

Samples: Indenture (Lockheed Martin Corp), Indenture (Martin Marietta Materials Inc), Indenture (Lockheed Martin Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee, if the Trustee so requests: (ai) an Officers’ Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 7 contracts

Samples: Indenture (Kansas City Southern), Indenture (Kansas City Southern De Mexico, S.A. De C.V.), Indenture (Kansas City Southern)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: : (a) an Officers' Certificate 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 and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 6 contracts

Samples: Indenture (American Communications Services Inc), Indenture (Firstworld Communications Inc), Indenture (McLeodusa Inc)

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 TrusteeTrustee if reasonably requested: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 6 contracts

Samples: Indenture (Alaska Air Group Inc), Indenture (CBRL Group Inc), Indenture (SPX Corp)

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’ Officer’s Certificate stating that, in the opinion of the signerssigner, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 6 contracts

Samples: Subordinate Indenture (Fisker Inc./De), Senior Indenture (Ooma Inc), Subordinate Indenture (Ooma Inc)

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’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Appears in 6 contracts

Samples: Indenture (Genco Shipping & Trading LTD), Indenture (Genco Shipping & Trading LTD), Indenture (Trinity Place Holdings Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or the Company to the Trustee to take any action under this Indenture, the Issuer or the Company shall furnish to the Trustee: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent relating to the proposed action have been complied with.

Appears in 5 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

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 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 (b) if required by the Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (to the extent of legal conclusions) have been complied with.

Appears in 5 contracts

Samples: Indenture (Bonanza Creek Energy, Inc.), Indenture (Bonanza Creek Energy Operating Company, LLC), Indenture (Bill Barrett Corp)

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: : (ai) an Officers' Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action actions have been complied with; and and (bii) an Opinion of Counsel in form and substance satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Indenture (Intervest Corporation of New York), Indenture (Intervest Bancshares Corp), Indenture (Intervest Corporation of New York)

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’ Officer's Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Indenture (NTL Communications Corp), Indenture (NTL Communications Corp), Indenture (NTL Communications Corp)

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: (a1) an Officers’ Certificate ' Certificate, in form and substance 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Indenture (Wci Steel Inc), Indenture (Medianews Group Inc), Indenture (Garden State Newspapers Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee or an Agent, as applicable, to take any action under this Indenture, the Company shall furnish to the TrusteeTrustee or such Agent, as applicable: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Supplemental Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)

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’ Officers Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Senior Indenture (Midwest Banc Holdings Inc), Subordinated Indenture (Midwest Banc Holdings Inc), Indenture (Wintrust Capital Trust VI)

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: (ai) an Officers’ Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Indenture (Belden CDT Inc.), Indenture (Sothebys), Indenture (Belden CDT Inc.)

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 Company, upon request, shall furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Indenture (Color Spot Nurseries Inc), Indenture (Color Spot Nurseries Inc), Indenture (RSC Duval Inc)

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 such obligor shall furnish to the Trustee: (a) an Officers' Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 5 contracts

Samples: Indenture (Unifi Communications Inc), Indenture (Geotek Communications Inc), Indenture (Cai Wireless Systems Inc)

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’ Officer’s Certificate stating that, in the opinion of the signerssigner, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent relating to the proposed action (to the extent of legal conclusions) have been complied with.

Appears in 4 contracts

Samples: Indenture (Nextera Energy Inc), Indenture (Nextera Energy Partners, Lp), Indenture (NextEra Energy Partners, LP)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Corporation to the Trustee to take any action under this Indenture, the Company Corporation shall furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel addressed to the Trustee and upon which the Trustee may rely, stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Delta Natural Gas Co Inc), Indenture (Valley Resources Inc /Ri/), Indenture (Delta Natural Gas Co Inc)

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: (a1) an Officers’ Officer’s Certificate stating that, in the opinion of the signerssigners (who may rely upon an Opinion of Counsel as to matters of law), all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counselcounsel (who may rely upon an Officer’s Certificate as to matters of fact), all such conditions precedent and covenants have been complied with.

Appears in 4 contracts

Samples: Indenture (Great Elm Group, Inc.), Indenture (Bally's Corp), Indenture (Great Elm Group, Inc.)

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 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 (b) 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.

Appears in 4 contracts

Samples: Subordinated Indenture (Paragon Shipping Inc.), Senior Indenture (Paragon Shipping Inc.), Subordinated Indenture (Ocean Faith Owners Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any other obligor to the Trustee to take any action under this Indenture, the Company or any other obligor, as the case may be, shall furnish to the Trustee: (a) an Officers' Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Mirage Resorts Inc), Indenture (Mirage Resorts Inc), Indenture (Station Casinos Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee: (a) an Officers’ Officer's Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Glaxosmithkline PLC), Indenture (Glaxosmithkline PLC), Indenture (Glaxosmithkline Capital Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Corporation to the Trustee to take any action under this Indenture, if so requested the Company Corporation shall furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (a1) an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Glatfelter Corp), Indenture (Vista Outdoor Inc.), Indenture (Vista Outdoor Inc.)

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 will furnish to the Trustee: (a) an Officers’ Officer’s Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Natura &Co Holding S.A.), Indenture (Molson Coors Brewing Co), Indenture (Molson Coors Brewing Co)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall will furnish to the Trustee: (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this the Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (GeoPark LTD), Indenture (GeoPark Holdings LTD), Indenture (Neenah Foundry Co)

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 will furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with. Notwithstanding the foregoing, no such Opinion of Counsel shall be required with respect to the authentication and delivery of any Initial Notes or Additional Notes.

Appears in 4 contracts

Samples: Indenture (Wright Medical Group Inc), Indenture (SAVVIS, Inc.), Indenture (Millennium Pharmaceuticals Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall will furnish to the Trustee: (a1) an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this the Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Enova International, Inc.), Indenture (Enova International, Inc.), Indenture (Spectrum Brands, Inc.)

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: (a1) an Officers’ Officer’s Certificate 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 withsatisfied; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied withsatisfied.

Appears in 4 contracts

Samples: Indenture (Vse Corp), Indenture (Bunge Global SA), Indenture (Bunge Finance Europe B.V.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or the Guarantor shall furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (U S West Inc /De/), Indenture (Us West Capital Funding Inc), Indenture (U S West Inc /De/)

Certificate and Opinion as to Conditions Precedent. Upon -------------------------------------------------- any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: : (a) an Officers' Certificate 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 and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (McLeod Inc), Indenture (United Usn Inc), Indenture (McLeodusa Inc)

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 Trustee may require the Company shall to furnish to either or both of the Trusteefollowing: (a1) an Officers' Certificate stating that, in the opinion of the signersprincipal signer thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Brightpoint Inc), Indenture (Costco Companies Inc), Indenture (Multiverse Acquisition Corp)

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: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 4 contracts

Samples: Indenture (Earthlink Inc), Indenture (Earthlink Inc), Indenture (PAETEC Holding Corp.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Supplemental Indenture, the Company shall furnish to the Trustee: (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Supplemental Indenture relating to the proposed action have been complied with; and (b) if required by the Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (to the extent of legal conclusions) have been complied with.

Appears in 3 contracts

Samples: Fourth Supplemental Indenture (Bill Barrett Corp), Third Supplemental Indenture (Bill Barrett Corp), First Supplemental Indenture (Bill Barrett Corp)

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 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent precedent, if any, have been complied with.

Appears in 3 contracts

Samples: Indenture (Arrow Electronics Inc), Indenture (Arrow Electronics Inc), Indenture (Arrow Electronics Inc)

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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’ Officer’s Certificate stating that, in the opinion judgment of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion judgment of such counsel, all such conditions precedent relating to the proposed action (to the extent of legal conclusions) have been complied with.

Appears in 3 contracts

Samples: Indenture (Rh), Indenture (Rh), Indenture (Restoration Hardware Holdings Inc)

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: (ai) an Officers’ Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent precedent, if any, have been complied with.

Appears in 3 contracts

Samples: Indenture (Model Dairy, LLC), Indenture (Dean Illinois Dairies, LLC), Indenture (Dean Foods Co/)

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 will furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with. Notwithstanding the foregoing, no such Opinion of Counsel shall be required with respect to the authentication and delivery of the Notes in connection with their original issuance hereunder.

Appears in 3 contracts

Samples: Indenture (Wellcare Health Plans, Inc.), Indenture (Wellcare Health Plans, Inc.), Indenture (SAVVIS, Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee, if the Trustee so requests: (ai) an Officers’ Officer’s Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Kansas City Southern De Mexico, S.A. De C.V.), Indenture (Kansas City Southern), Indenture (Kansas City Southern De Mexico, S.A. De C.V.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Xxxx XX to the Trustee to take any action under this Indenture, the Company Xxxx XX shall furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Mark Iv Industries Inc), Indenture (Mark Iv Industries Inc), Indenture (Mark Iv Industries Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (CONSOL Energy Inc), Indenture (CONSOL Energy Inc), Indenture (CONSOL Energy Inc)

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 will furnish to the Trustee: (a) an Officers' Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Century Aluminum Co), Indenture (Toys R Us Inc), Indenture (Allegheny Technologies Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (except in connection with the original issuance of Securities), the Company shall furnish to the Trustee: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Immunomedics Inc), Indenture (CTS Corp), Indenture (Comtech Telecommunications Corp /De/)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Corporation to the Trustee to take any action under this Indenture, the Company Corporation shall furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Martin Marietta Materials Inc), Indenture (Lockheed Martin Corp), Indenture (Martin Marietta Materials Inc)

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 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Merrill Lynch & Co Inc), Indenture (Merrill Lynch & Co Inc), Indenture (Plasma & Materials Technologies Inc)

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: (ai) an Officers’ Officer’s Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Sothebys), Indenture (Sothebys), Indenture (Mgic Investment Corp)

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: : (ai) an Officers' Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action actions have been complied with; and and (bii) an Opinion of Counsel in form and substance satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Intervest Mortgage Corp), Indenture (Intervest Mortgage Corp), Indenture (Intervest Mortgage Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (a1) an Officers’ Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (MDC Partners Inc), Indenture (General Maritime Corp / MI), Indenture (MDC Partners Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (a) an Officers’ Officer’s Certificate stating that, in the opinion of the signers, that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Valvoline Inc), Indenture (Valvoline Inc), Indenture (Ashland Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Corporation to the Trustee to take any action under this Indenture, if so requested, the Company Corporation shall furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)

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 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 (b) at the Trustee's request, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied withthe proposed action does not conflict with this Indenture.

Appears in 3 contracts

Samples: Indenture (Southwest Securities Group Inc), Purchase Agreement (Kapson Senior Quarters Corp), Indenture (Hybridon Inc)

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’ Officer's Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.for

Appears in 3 contracts

Samples: Indenture (Pods Inc), Indenture (Pods Inc), Indenture (Pods Inc)

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: (a1) an Officers' Certificate 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 and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (Toll Brothers Inc), Indenture (Brinker International Inc), Indenture (Toll Brothers Inc)

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: (a1) an Officers’ Officer’s Certificate stating that, in the opinion of the signerssigner, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (1st FRANKLIN FINANCIAL CORP), Indenture (First Franklin Financial Corp), Indenture (First Franklin Financial Corp)

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) a. an Officers’ Officer’s Certificate stating that, in the opinion of the signers, all covenants and conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) b. an Opinion of Counsel stating that, in the opinion of such counsel, all such covenants and conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (STAG Industrial Operating Partnership, L.P.), Indenture (Iip-Co 3 LLC), Indenture (Phillips Edison & Company, Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or by any Guarantor to the Trustee to take any action under this Indenture, the Company or any such Guarantor shall furnish to the Trustee: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Senior Notes Indenture (Trinity Industries Inc), Senior Notes Indenture (Trinity Parts & Components, LLC), Senior Notes Indenture (Verisk Analytics, Inc.)

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 will furnish to the Trustee: (ai) an Officers’ Certificate 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 (bii) except with respect to the authentication of the Initial Notes on the Issue Date, an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 3 contracts

Samples: Indenture (DPL Inc), Indenture (DPL Inc), Indenture (DPL Inc)

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 will furnish to the Trustee: (ai) an Officers’ Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (WEX Inc.), Indenture (Cosan Ltd.)

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) Trustee an Officers’ Certificate and Opinion of Counsel 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Cadiz Inc), Indenture (Cadiz Inc)

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 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Associated Materials Inc), Indenture (Associated Materials Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take under this Indenture any action under any provisions of this Indenture, the Company shall furnish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Union Tank Car Co), Indenture (Union Tank Car Co)

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: (ai) an Officers' Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (CFW Communications Co), Indenture (CFW Communications Co)

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: : (a1) an Officers’ Certificate 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 and (b2) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Cayman LTD)

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 (except for the initial issuance of Securities under this Indenture), the Company shall furnish to the Trustee: (a) an Officers' Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Advanced Micro Devices Inc), Indenture (Advanced Micro Devices Inc)

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 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Merrill Lynch Preferred Funding Vi L P), Indenture (Earthwatch Inc)

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 finish to the Trustee: (a1) an Officers' Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Atmel Corp), Indenture (Atmel Corp)

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 TrusteeTrustee upon request: (a1) an Officers’ Certificate ' Certificate, in form and substance 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Gaylord Container Corp /De/), Indenture (Gaylord Container Corp /De/)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this the Indenture, the Company shall will furnish to the Trustee: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with, except that such Opinion of Counsel need not be provided in connection with the issuance of the Original Notes.

Appears in 2 contracts

Samples: Indenture (E Trade Financial Corp), Indenture (E Trade Financial Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer or the Guarantors to the Trustee to take any action under this Indenture, each of the Company shall Issuer and the Guarantors will furnish to the Trustee: (ai) an Officers’ Officer’s Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Ultrapar Holdings Inc), Indenture (Ultrapar Holdings Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (except, with respect to clause (2) below, in connection with the original issuance of the Notes on the date hereof), the Company shall will furnish to the Trustee: (a1) an Officers’ Officer’s Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Consensus Cloud Solutions, Inc.), Indenture (Consensus Cloud Solutions, Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this IndentureIndenture (except in connection with the original issuance of Notes), the Company shall furnish to the Trustee: (a) an Officers’ Certificate 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 (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Xm Satellite Radio Holdings Inc), Indenture (Sirius Xm Radio Inc.)

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: (a1) an Officers’ Certificate 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 (b2) an Opinion of Counsel stating that, in the opinion of such counsel, that all such conditions precedent have been complied with. Notwithstanding the foregoing, no such Opinion of Counsel shall be required with respect to the authentication and delivery of the Initial Notes.

Appears in 2 contracts

Samples: Indenture (Callaway Golf Co), Indenture (Callaway Golf Co)

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: (a1) an Officers’ Officer's Certificate stating that, in the opinion of the signerssigner, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Labone Inc/), Indenture (Omi Corp/M I)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Obligors to the Trustee to take any action under this Indenture, the Company Obligors shall furnish to the Trustee: (ai) an Officers' Certificate 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 (bii) an Opinion of Counsel stating that, in the opinion of such counselCounsel, all such conditions precedent have been complied with.

Appears in 2 contracts

Samples: Indenture (Time Warner Telecom LLC), Indenture (Time Warner Telecom LLC)

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