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

Certificate and Opinion of Counsel as to Conditions Precedent. (a) Upon any request or application by the Company to the Trustee to take any action under this Indenture other than the initial issuance of the Notes and the Note Guarantees, the Company shall furnish to the Trustee at the request of the Trustee: (A) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (B) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. (b) Each Officers’ Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (A) a statement that the person making such certificate or opinion has read such covenant or condition; (B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (C) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (D) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Certificate and Opinion of Counsel as to Conditions Precedent. (a) Upon any request or application by the Company Obligors to the Trustee to take any action under this Indenture other than the initial issuance of the Notes and the Note GuaranteesIndenture, the Company Obligors shall furnish to the Trustee at the request of the Trustee: (A1) an Officers’ ' Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (B2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. (b) Each Officers’ ' Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (A1) a statement that the person making such certificate or opinion has read such covenant or condition; (B2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (C3) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (D4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, provided however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ ' Certificate or certificates of public officials.

Certificate and Opinion of Counsel as to Conditions Precedent. (a) Upon any request or application by the Company Obligors to the Trustee to take any action under this Indenture other than the initial issuance of the Notes and the Note GuaranteesIndenture, the Company Obligors shall furnish to the Trustee at the request of the Trustee: (A) an Officers’ ' Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with; and (B) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance with which constitutes a condition precedent) have been complied with. (b) Each Officers’ ' Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (A) a statement that the person making such certificate or opinion has read such covenant or condition; (B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (C) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (D) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ ' Certificate or certificates of public officials.