Common use of Certificates and Opinions Clause in Contracts

Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) shall include, (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 4 contracts

Samples: Indenture (CNH Industrial Capital LLC), Indenture (New Holland Credit Company, LLC), Indenture (CNH Industrial N.V.)

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Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this IndentureCVR Agreement, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given an Officer’s Certificate stating that, in the form opinion of an Officers’ Certificatethe xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to be given by an officer of the Companyproposed action have been satisfied, or and an Opinion of CounselCounsel stating, subject to customary exceptions, that in the opinion of such counsel, all such conditions precedent, if to be given by counselany, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenturehave been satisfied, except that that, in the case of any such application or request as to which the furnishing of any one of such documents is specifically required by any provision of this Indenture CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. . (b) Every certificate or opinion with respect to satisfaction of a condition or compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) CVR Agreement shall include, : (1i) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; ; (2ii) 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; ; (3iii) a statement that, in the opinion of each such individual, 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 condition has been satisfied or covenant or condition has been complied with; and and (4iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Akorn Inc), Contingent Value Rights Agreement (Akorn Inc)

Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate certificate, or opinion shall be given given, in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion Opinions of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates other than those provided for in Section 10.041004) shall include,: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating related thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she such individual has made such examination or investigation as is necessary to enable him or her such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Oracle Corp /De/), Indenture (Oracle Corp /De/)

Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates other than those provided for in Section 10.041004) shall include,: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating related thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 2 contracts

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

Certificates and Opinions. Upon Except as otherwise expressly provided by this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of (i) an Officers’ Certificate' Certificate stating that all conditions precedent, if to be given by an officer of the Companyany, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth provided for in this Indenture, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such particular application or requestcounsel all such conditions precedent, no additional certificate or opinion need be furnishedif any, have been complied with. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in other than the Officers' Certificate required by Section 10.0410.05) shall include,: (1a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2b) 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; (3c) a statement that, in the opinion of each such individual, 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 (4d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Midamerican Energy Holdings Co /New/)

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Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) shall include, : (1) a statement that each individual signing the person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; ; (3) a statement that, in the opinion of each such individualperson, 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 and (4) a statement as to whetherwhether or not, in the opinion of each such individualperson, such condition or covenant has been complied with. Any certificate required by or on behalf of the Authority or the Company may be based, insofar as it relates to legal, accounting, or engineering matters, upon an opinion or representation of counsel, accountants, auditors or engineers, unless the person signing such certificate knows or has reason to know that such opinion or representation is erroneous. Any opinion of counsel required by or for the purposes of this Indenture may be based, insofar as it relates to factual matters or information in the possession of the Authority or the Company, upon a certificate or opinion of, or representation by, the proper officer or officers of the Authority or the Company unless such counsel knows or has reason to know that such certificate or opinion or representation is erroneous. Any such certificate or opinion may be, but need not be, combined in a single instrument with any other certificate or opinion.

Appears in 1 contract

Samples: Participation Agreement (Keyspan Corp)

Certificates and Opinions. Upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Company Issuer shall furnish to the Indenture Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given an Officer’s Certificate stating that, in the form opinion of an Officers’ Certificatethe signers thereof, all conditions precedent, if any, provided for in this Indenture relating to be given the proposed action have been complied with, and, if requested by an officer of the CompanyIndenture Trustee, or an Opinion of CounselCounsel stating that, in the opinion of such counsel, all such conditions precedent, if to be given by counselany, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenturehave been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) or any indenture supplemental hereto shall include,: (1a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Indenture relating thereto; (2b) 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; (3c) a statement that, in the opinion of each such individual, 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 (4d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Trinity Industries Inc)

Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this IndentureCVR Agreement, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given an Officer’s Certificate stating that, in the form opinion of an Officers’ Certificatethe sxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to be given by an officer of the Companyproposed action have been satisfied, or and an Opinion of CounselCounsel stating, subject to customary exceptions, that in the opinion of such counsel, all such conditions precedent, if to be given by counselany, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenturehave been satisfied, except that that, in the case of any such application or request as to which the furnishing of any one of such documents is specifically required by any provision of this Indenture CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. . (b) Every certificate or opinion with respect to satisfaction of a condition or compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) CVR Agreement shall include, : (1i) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto; ; (2ii) 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; ; (3iii) a statement that, in the opinion of each such individual, 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 condition has been satisfied or covenant or condition has been complied with; and and (4iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Akorn Inc)

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