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 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.

Appears in 76 contracts

Samples: Note Purchase Agreement (Merrill Corp), Indenture (Ascent Energy Inc), Indenture (Sf Holdings Group 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 74 contracts

Samples: Indenture (Emcore Corp), Indenture (L 3 Communications Holdings Inc), Indenture (L-3 Communications Cincinnati Electronics CORP)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 12.05 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 satisfiedcomplied with; 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 28 contracts

Samples: Indenture (Great Lakes Dredge & Dock CORP), Debt Securities Indenture (Centene Corp), Debt Securities Indenture (Centene 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 27 contracts

Samples: Subordinated Indenture (Kulicke & Soffa Industries Inc), Subordinated Indenture (Harleysville Group Inc), Subordinated Indenture (Pennsylvania Real Estate Investment Trust)

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 ’ 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 satisfiedcomplied with; and (b) an Opinion of Counsel 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, such action is authorized or permitted by this Indenture and that all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 16 contracts

Samples: Indenture (Marinemax Inc), Indenture (Marinemax Inc), Indenture (Opko Health, 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 10.05 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 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 16 contracts

Samples: Indenture (Ipcs Inc), Indenture (Sygnet Wireless Inc), Indenture (Six Flags 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 13 contracts

Samples: Indenture (Parker Drilling Co /De/), Indenture (Parker Drilling Co /De/), Indenture (Parker Drilling Co /De/)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company an Issuer to the Trustee to take any action under this Indenture, the Company such Issuer 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.

Appears in 12 contracts

Samples: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)

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.

Appears in 10 contracts

Samples: Indenture (CGG), Indenture (CGG Holding B.V.), Indenture (Hornbeck Offshore Services Inc /La)

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 11.5 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 11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 10 contracts

Samples: Indenture (United Musical Instruments Usa Inc), Indenture (RFS Partnership Lp), Indenture (RFS Hotel Investors Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 satisfiedcomplied with; 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 satisfiedcomplied with.

Appears in 10 contracts

Samples: First Supplemental Indenture (Lear Corp), Fifth Supplemental Indenture (Lear Corp), Fourth Supplemental Indenture (Lear 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' 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.

Appears in 8 contracts

Samples: Indenture (Anthony Crane Holdings Capital Corp), Indenture (Comdisco Holding Co Inc), Indenture (Comdisco 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 8 contracts

Samples: Indenture (Entravision Communications Corp), Indenture (Valimar Home & Land Company, LLC), Indenture (Istar Financial Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor shall furnish to the Trustee: (a) an Officers' Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 14.05 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 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 8 contracts

Samples: Indenture (FiberTower CORP), Indenture (FiberTower CORP), Indenture (FiberTower CORP)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company an Issuer to the Trustee to take any action or refrain from taking any action under this Indenture, the Company such Issuer 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.

Appears in 8 contracts

Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC), Indenture (Linn Energy, 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 8 contracts

Samples: Indenture (CGG), Indenture (CGG), Indenture (CGG Marine B.V.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 14.05 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 satisfiedcomplied with; 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 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 7 contracts

Samples: Indenture (Arch Wireless Inc), Indenture (Arch Wireless Inc), Indenture (Arch Wireless Communications Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 12.05 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 satisfiedcomplied with; 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 7 contracts

Samples: Indenture (Videotron Ltee), Indenture (Armstrong World Industries Inc), Indenture (S&c Resale Co)

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: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 7 contracts

Samples: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding N.V.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (a1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) 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 satisfiedcomplied with; and (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 6 contracts

Samples: Indenture Agreement (Scotts Miracle-Gro Co), Indenture Agreement (Scotts Miracle-Gro Co), Indenture Agreement (Scotts Miracle-Gro 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 14.05 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 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 6 contracts

Samples: Indenture (Tesoro Petroleum Co Inc), Indenture (Fleming Companies Inc /Ok/), Indenture (Sun Medical Technologies Inc /Ca/)

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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 11.5 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 11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 6 contracts

Samples: Indenture (Wheeling Pittsburgh Steel Corp /De), Indenture (Wheeling Pittsburgh Steel Corp /De), Indenture (Wheeling Pittsburgh Corp /De/)

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' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 10.05 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 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 6 contracts

Samples: Senior Indenture (Metricom Inc / De), Indenture (Grove Investors Capital Inc), Subordinated Indenture (Metricom Inc / De)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 13.05 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 satisfiedcomplied with; 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 6 contracts

Samples: Indenture (Prestige Brands Holdings, Inc.), Indenture (Medvest Holdings Corp), Indenture (Villa Pines Care LLC)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or a Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor, as applicable, shall furnish to the Trustee: (a1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 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 (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 5 contracts

Samples: Indenture (Acadia Healthcare Company, Inc.), Indenture (Acadia Healthcare Company, Inc.), Indenture (Acadia Healthcare Company, Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (a1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.03 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 satisfiedcomplied with; and (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 5 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

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' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 5 contracts

Samples: Indenture (Madison River Capital LLC), Indenture (Comdisco Inc), Indenture (Unicco Service 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 (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 12.7 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and (b2) an Opinion of Counsel (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 12.7 hereof) stating that, in the opinion of such counselcounsel (who may rely on an Officers’ Certificate and certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 5 contracts

Samples: Indenture (Mohawk Industries Inc), Indenture (Mohawk Industries Inc), Indenture (Sally Beauty 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 any provision of 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 13.05 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 satisfiedcomplied with; 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 5 contracts

Samples: Indenture (Prestige Brands Holdings, Inc.), First Supplemental Indenture (Jarden Corp), First Supplemental Indenture (Jarden 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 10.5 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 10.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 5 contracts

Samples: Indenture (National Oilwell Inc), Indenture (Ocwen Asset Investment Corp), Indenture (National Oilwell 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 1.05 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 1.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 4 contracts

Samples: Indenture (Quaker Holding Co), Indenture (American Re Corp), Indenture (KSL Recreation Group Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer to the Trustee to take any action under this Indenture, the Company Issuer 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 10.05 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 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 4 contracts

Samples: Indenture (Ormat Technologies, Inc.), Indenture (Ormat Technologies, Inc.), Indenture (Ormat 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof13.5) 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 satisfiedcomplied with; 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 hereof13.5) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 4 contracts

Samples: Indenture (GWG Holdings, Inc.), Indenture (GWG Life, LLC), Indenture (GWG 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.5) 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 satisfiedcomplied with; 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 hereof12.5) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 4 contracts

Samples: Indenture (Meristar Hospitality Corp), Indenture (Capstar Hotel Co), Indenture (Louisiana Casino Cruises 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.

Appears in 4 contracts

Samples: Indenture (Orbital Atk, Inc.), Indenture (Alliant Techsystems Inc), Indenture (Brown Shoe 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 any provision of 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 10.05 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 satisfiedcomplied with; 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 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 4 contracts

Samples: Second Supplemental Indenture (Lear Corp), First Supplemental Indenture (Lear Corp), Second Supplemental Indenture (Lear Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 hereof11.05) 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 satisfiedcomplied with; 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 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 4 contracts

Samples: Twelfth Supplemental Indenture (TreeHouse Foods, Inc.), Ninth Supplemental Indenture (TreeHouse Foods, Inc.), Fourth Supplemental Indenture (TreeHouse Foods, Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer to the Trustee to take any action under this Indenture, the Company Issuer shall furnish to the Trustee: (a) an Officers' Certificate ’ 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 satisfiedcomplied with; and (b) an Opinion of Counsel 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, such action is authorized or permitted by this Indenture and that all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 4 contracts

Samples: Indenture (Meritage Homes CORP), Indenture (Meritage Homes of North Carolina, Inc.), Indenture (Meritage Homes of Texas Holding, 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon the Officer’s Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.

Appears in 4 contracts

Samples: Exhibit (Geo Group Inc), Execution Version (Geo Group Inc), Execution Version (Geo Group 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: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 3 contracts

Samples: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 satisfiedcomplied with; 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 satisfiedcomplied with.

Appears in 3 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Coventry Health Care Inc), Indenture (Coventry Health Care Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuers or the Parent to the Trustee to take any action under this Indenture, the Company Issuers 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 hereof11.5) 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 satisfiedcomplied with; 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 hereof11.5) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 3 contracts

Samples: Indenture (Meristar Hospitality Corp), Indenture (Meristar Hospitality Corp), Indenture (Meristar Hospitality 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 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 satisfiedcomplied with; and (b) an Opinion of Counsel 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, such action is authorized or permitted by this Indenture and that all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 3 contracts

Samples: Indenture (Meritage Corp), Indenture (Entercom Radio LLC), Indenture (Entercom 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 satisfiedsatisfied or waived; 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedsatisfied or waived.

Appears in 3 contracts

Samples: Indenture (Lifepoint Health, Inc.), Indenture (Lifepoint Hospitals, Inc.), Indenture (Lifepoint Hospitals, 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 9.05 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 9.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 3 contracts

Samples: Indenture (Amkor International Holdings, LLC), Indenture (Amkor Technology Inc), Indenture (Amkor 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 Indenture, the Company shall furnish to the Trustee: (a1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof10.5) stating that, in the opinion of the signerssuch person, all conditions precedent and covenants, if any, provided for in this Indenture (including any covenants, compliance with which constitutes a condition precedent) relating to the proposed action have been satisfiedcomplied with; and (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof10.5) stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and that all such conditions precedent and covenants (including any covenants, compliance with which constitutes a condition precedent) have been satisfiedcomplied with.

Appears in 3 contracts

Samples: Indenture (Agere Systems Inc), Indenture (Agere Systems Inc), Indenture (Agere 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' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 satisfiedsatisfied or waived; 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedsatisfied or waived.

Appears in 3 contracts

Samples: Indenture (Lifepoint Health, Inc.), Indenture (West Virginia Management Services Organization, Inc.), Indenture (Omnicare 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 shall furnish to the Trustee: (a1) an Officers' Certificate (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 13.7 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and (b2) an Opinion of Counsel (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 13.7 hereof) stating that, in the opinion of such counselcounsel (who may rely on an Officers’ Certificate and certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 3 contracts

Samples: Senior Indenture (Mohawk Industries Inc), Senior Indenture (Mohawk Capital Luxembourg SA), Senior Indenture (Mohawk Capital Luxembourg SA)

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 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.

Appears in 3 contracts

Samples: Indenture (Golden Northwest Aluminum Holding Co), Indenture (Marathon Power Technologies Co), Indenture (Wheeling Pittsburgh 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 Indenturehereunder, the Company shall furnish to the Trustee: (a1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture herein relating to the proposed action have been satisfied; and (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 3 contracts

Samples: Indenture (Viper Energy Partners LP), Indenture (Rattler Midstream Lp), Indenture (Viper Energy Partners LP)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 or covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; 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 or covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (Eastman Chemical Co), Indenture (Eastman Chemical Co)

Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Company an Issuer to the Trustee to take any action under this Indenture, the Company such Issuer shall furnish to the Trustee: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.03) stating that, in the opinion of the signersPerson executing such certificate, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.03) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP)

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.

Appears in 2 contracts

Samples: Indenture (Ames Department Stores Inc), Indenture (Ames Department Stores 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedsatisfied and that such action is permitted under this Indenture.

Appears in 2 contracts

Samples: Indenture (Sterling Chemical Inc), Indenture (Sterling Chemical 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 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.

Appears in 2 contracts

Samples: Indenture (Navigators Group Inc), Indenture (Navigators Group Inc)

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 or the Guarantors 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 14.05 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 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Amended and Restated Indenture (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor 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 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, covenants 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Iron Mountain Inc /De), Indenture (Iron Mountain Inc /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 Indenture, the Company such requesting entity shall furnish to the Trustee: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereofSECTION 11.5) 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereofSECTION 11.5) 66 stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Ram Energy Inc/Ok), Indenture (Ram Energy Inc/Ok)

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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Anvil to the Trustee to take any action under this Indenture, the Company Anvil, upon request, 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 12.5 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 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Cottontops Inc), Indenture (Anvil 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) 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 that are required to be satisfied as of the date thereof have been satisfied; and (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, if any, that are required to have been satisfied as of the date thereof have been satisfied.

Appears in 2 contracts

Samples: Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp)

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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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)

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' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.5 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 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Alliance Laundry Holdings LLC), Indenture (Alliance Laundry Holdings LLC)

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' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.5 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 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Oasis Interval Ownership, LLC), Indenture (Oasis Interval Ownership, 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.05) 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 satisfiedcomplied with; and (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (Prime Hospitality Corp), Indenture (Prime Hospitality 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 such requesting entity shall furnish to the Trustee: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 11.5 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Dawson Production Services Inc), Indenture (Taylor Companies Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Issuer to the Trustee to take any action under this Indenture, the Company Issuer shall furnish to the TrusteeTrustee upon request: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 14.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, 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 hereof14.03 below to the extent requested) stating that, in the opinion of such counselcounsel (who may rely on an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Norbord Inc.), Indenture (Norbord Inc.)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 11.03 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 satisfiedcomplied with; 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 11.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (a) an Officers' Officer’s 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 satisfiedcomplied with; 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 satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (General Growth Properties, Inc.), Indenture (Rouse Co LP)

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 the Indenture, the Company Issuers shall furnish to the Trustee: Trustee (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.5 of the Indenture) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this the Indenture relating to the proposed action have been satisfied; and and (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof12.5 of the Indenture) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Oasis Interval Ownership, LLC), Indenture (Oasis Interval Ownership, 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.03 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 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (International Fast Food Corp), Indenture (International Fast Food 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, including a request to authenticate Notes, 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 12.05 hereof) stating that, among other things, 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 12.05 hereof) stating that, among other things, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Criimi Mae Inc), Indenture (Criimi Mae 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 15.05 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 15.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Thornburg 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 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 12.05 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 he Trustee (which shall include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Subordinated Indenture (Pegasus Communications Corp), Subordinated Indenture (Pegasus Communications Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantors 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 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Mail Well Inc), Indenture (Northland Cable Television Inc)

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 or the Guarantors 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 14.05 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 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Shreveport Capital Corp), Indenture (HCS Ii 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 Supplemental 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 Supplemental 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.

Appears in 2 contracts

Samples: Supplemental Indenture (Istar Financial Inc), Second Supplemental Indenture (Istar Financial 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.5 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 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Salton Maxim Housewares Inc), Indenture (Caraustar 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof10.05 of this Indenture) stating that, in the opinion of the signerssuch person, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; 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 hereof10.05 of this Indenture) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (Telemundo Group Inc), Indenture (Telemundo Group Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company an Issuer to the Trustee to take any action under this Indenture, the Company such Issuer 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 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Access Midstream Partners Lp), First Supplemental Indenture (Access Midstream Partners Lp)

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, after the date hereof, the Company shall furnish to the Trustee: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Southridge Plaza Holdings Inc), Indenture (Southwest General Hospital Lp)

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 12.05 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.

Appears in 2 contracts

Samples: Indenture (Pacific Aerospace & Electronics Inc), Indenture (Pacific Aerospace & Electronics Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Authority or any Guarantor to the Trustee to take any action under this Indenture, the Company Authority shall furnish to the Trustee: (a) an Officers' Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.06 hereof) stating that, in the opinion of the signerssigner, 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 13.06 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Mohegan Tribal Gaming Authority), Indenture (Mohegan Tribal Gaming Authority)

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 in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 13.05 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 (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Biltmore Surgery Center Holdings Inc), Indenture (National Coal 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 in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 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 (b2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 11.05 12.05 hereof) stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and that all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Ap Holdings Inc), Indenture (Apcoa Standard Parking Inc /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 Indenture, the Company shall furnish to the Trustee: (a) an Officers' Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 12.04 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 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive 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: (ai) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 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 (bii) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 13.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon and Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Integrated Alarm Services Group Inc), Indenture (Protection One Alarm Monitoring 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 (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 13.7 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and (b2) an Opinion of Counsel (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 13.7 hereof) stating that, in the opinion of such counselcounsel (who may rely on an Officers’ Certificate and certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (Sally Investment Holdings LLC), Indenture (Sally Investment Holdings LLC)

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 (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 14.7 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and (b2) an Opinion of Counsel (in form and substance reasonably satisfactory to the Trustee (and which shall include the statements set forth in required by Section 11.05 14.7 hereof) stating that, in the opinion of such counselcounsel (who may rely on an Officers’ Certificate and certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Senior Subordinated Indenture (Mohawk Capital Luxembourg SA), Senior Subordinated Indenture (Mohawk Capital Luxembourg SA)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 hereof15.05) 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 satisfiedcomplied with; 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 hereof15.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Senior Subordinated Indenture (TOUSA Investment #1, Inc.), Subordinated Indenture (TOUSA Investment #1, 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 Certificate, in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) 12.5), 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 Counsel, in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) 12.5), stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (P Com Inc), Indenture (P Com 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 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 he 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.

Appears in 2 contracts

Samples: Senior Indenture (Pegasus Communications Corp), Senior Indenture (Pegasus 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 11.6 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 11.6 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Hallmark Financial Services Inc), Indenture (WSFS 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) an Officers' Officer's Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 1.05 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 1.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Duane Reade Inc), Indenture (Avatex Funding Inc)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action or refrain from taking 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 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Endeavor International Corp), Indenture (Endeavour International Corp)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company Holdings to the Trustee to take any action under this Indenture, the Company Holdings, upon request, 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 11.5 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 11.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Cottontops Inc), Indenture (Anvil 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: (a) an Officers' Certificate ’ Certificate, in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) 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 satisfiedcomplied with; and (b) an Opinion of Counsel Counsel, in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) stating that, in the opinion of such counsel, such action is authorized or permitted by this Indenture and that all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (Surgalign Holdings, Inc.), Indenture (RTI Surgical 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 1.5 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 1.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Houston Exploration Co), Indenture (Houston Exploration 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: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof11.05) 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 hereof11.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Appears in 2 contracts

Samples: Indenture (Delta Mills Inc), Indenture (Delta Woodside Industries Inc /Sc/)

Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of 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 12.04 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 satisfiedcomplied with; 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 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.

Appears in 2 contracts

Samples: Indenture (7 Days Group Holdings LTD), Indenture (China Shen Zhou Mining & Resources, Inc.)

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