Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Pledge Agreement, (i) all documents required by TIA Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company to the effect that such accompanying documents constitute all documents required by TIA Section 314(d).
Certificates of the Company. If the Company or any Guarantor desires release of any Collateral, the Company shall furnish to the Trustee and the Collateral Trustee, prior to each such proposed release of Collateral pursuant to the Security Documents, (i) all documents required by Section 314(d) of the TIA, and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by Section 314(d) of the TIA. The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinions of Counsel.
Certificates of the Company. The Company will furnish to the Trustee and the Collateral Agent prior to any proposed release of any portion or all of the Collateral (a) all documents required by the TIA, (b) an Officer's Certificate requesting a release of collateral and describing the property to be so released and (c) an Opinion of Counsel to the effect that such accompanying documents constitute all documents required by the TIA. The Trustee and the Collateral Agent may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the statements contained in such instruments.
Certificates of the Company. The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral in accordance with the terms hereof, [and, in the case of the Remaining Earnings, the Escrow Agreement] (i) all documents required by TIA Section 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates of the Company. (a) To the extent applicable, the Company and the Restricted Subsidiaries shall comply (or cause compliance) with Section 313(b) of the TIA, relating to reports, and Section 314(d) of the TIA, relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents. Any certificate or opinion required by Section 314(d) of the TIA may be made as an Officers’ Certificate except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care.
(b) Notwithstanding Section 11.8(a) or Section 11.6(a), so long as such transaction would not violate this Indenture, the Company and Eligible Restricted Subsidiaries may, to the extent permitted by applicable law, without any action or consent sent by the Trustee, (i) sell, collect, liquidate, factor or otherwise dispose of accounts receivable in the ordinary course of business; (ii) sell or dispose of in the ordinary course of business, free from the Lien and security interest created by the Collateral Documents, any machinery, equipment, furniture, apparatus, tools, implements, materials or supplies or other similar property (“Subject Property”) which, in the reasonable opinion of the Company or the Eligible Restricted Subsidiary, as the case may be, may have become obsolete or unfit for use in the conduct of its business or the operation of the Collateral upon replacing the same with, or substituting for the same, new Subject Property constituting Collateral not necessarily of the same character but being of at least equal value and utility as the Subject Property so disposed of so long as such new Subject Property becomes subject to the Lien and security interest created by the Collateral Documents; (iii) abandon, sell, assign, transfer, license or otherwise dispose of in the ordinary course of business any personal property the use of which is no longer necessary or desirable in the proper conduct of the business or maintenance of the earnings of the Company and the Eligible Restricted Subsidiaries, taken as a whole, and is not material to the conduct of the business of the Company and Eligible Restricted Subsidiaries, taken as a whol...
Certificates of the Company. The Company shall furnish to the Trustee, prior to any proposed release of Collateral other than pursuant to the express terms of the Escrow Agreement, (i) all documents required by TIA (S) 314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA (S) 314(d). The Trustee may, to the extent permitted by Section 7.01 and Section 7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
Certificates of the Company. The Company shall furnish to the Trustee prior to each proposed release of Collateral all documents required by TIA Section 314(d). The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such instruments. Any certificate or opinion required by TIA Section 314(d) may be made by Officers of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other such expert within the meaning of TIA Section 314(d).
Certificates of the Company. To the extent applicable, the Company shall comply with TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the lien and security interest of the Security Documents. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Collateral Agent in the exercise of reasonable care.
Certificates of the Company. The Underwriters having received certificates dated the Closing Date, addressed to the Underwriters and CF US, signed by the Corporate Secretary of the Company, in such capacity and not personally, in form and content satisfactory to the Underwriters, acting reasonably, with respect to:
(i) the constating documents and by-laws of the Company;
(ii) the resolutions of the directors of the Company relevant to the distribution of the Units in each of the Qualifying Jurisdictions and in the United States, allotment, issue (or reservation for issue) and sale of the Units, the authorization of this Agreement, and the other agreements and transactions contemplated by this Agreement; and
(iii) the incumbency and signatures of signing officers of the Company.
