Certificates of the Issuers. The Issuers shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Note Collateral pursuant to the Collateral Documents (i) all documents required by TIA ss.314(d) and the Collateral Documents and (ii) an Opinion of Counsel, which may be rendered by internal counsel of the Issuers, to the effect that such accompanying documents constitute all documents required by TIA ss.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.
Certificates of the Issuers. The Issuers shall furnish to the Trustee, prior to each proposed release of Collateral, all documents required by TIA ss. 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 ss. 314(d) may be made by an Officer of each of the Issuers, except in cases where TIA ss. 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert within the meaning of TIA ss. 314(d).
Certificates of the Issuers. The Issuers shall furnish to the Trustee, prior to each proposed release of Pledged Securities pursuant to the Pledge Agreement (i) all documents required by TIA Section 314(d) and (ii) an Opinion of Counsel in the United States, which may be rendered by internal counsel to the Company, to the effect that, subject to customary assumptions and exclusions, 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 of the Indenture, 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 Issuers. The Issuers shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Participation Agreement, (i) all documents required by TIA Section 314(d) and (ii) an Opinion of Counsel 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 6.01 and 6.02 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 Issuers. (a) The Issuers shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents and the Intercreditor Agreement:
(1) all documents required by TIA § 314(d); and
(2) an Opinion of Counsel, which may be rendered by internal counsel to the Issuers to the effect that such accompanying documents constitute all documents required by TIA § 314(d).
(b) The Trustee, to the extent permitted by Sections 7.1 and 7.2 hereof, and the Collateral Agent may accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.
(c) Notwithstanding anything to the contrary in this Section 12.5, the Issuers shall not be required to comply with all or any portion of TIA § 314(d) if they determine, in good faith based on advice of counsel, that under the terms of TIA § 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC or its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to one or a series of releases of Collateral or the SEC will not take any action against the Issuers for failure to comply with, or that the Issuers are exempt from, all or any portion of TIA § 314(d). Any determination made pursuant to this Section 12.5 shall be binding on the Trustee, without the further action of the Trustee and the Trustee shall not be liable for any determination made by the Issuers in connection with TIA § 314(d)
Certificates of the Issuers. 73 SECTION 10.6 AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE SECURITY DOCUMENTS...............73 SECTION 10.7 AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE SECURITY DOCUMENTS..................74 SECTION 10.8
Certificates of the Issuers. To the extent applicable, the Issuers and the Subsidiary Guarantors shall comply with (a) TIA Section 314(b), relating to Opinions of Counsel regarding the Lien of the Collateral Documents and (b) TIA Section 314(d), relating to the release of Collateral from the Lien of the Collateral Documents and Officers' Certificates or other documents regarding fair value of the Collateral. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Issuers or any other obligor upon the Securities, as applicable, to the extent permitted by TIA Section 314(d); PROVIDED, that to the extent required by Section 314(d) of the TIA, any such certificate or opinion shall be made by an independent appraiser or other expert (as such terms are used in Section 314(d) of the TIA).
Certificates of the Issuers. The Issuers shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to a Collateral Document, (i) all documents required by Section 314(d) of the Trust Indenture Act and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Issuers to the effect that such accompanying documents constitute all documents required by Section 314(d) of the Trust Indenture Act, provided that the Issuers shall not be required to comply with the requirements of this Section 14.10 if they determine in good faith based on advice of counsel, that under the terms of Section 314(d) of the Trust Indenture Act and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the proposed release of Collateral.
Certificates of the Issuers. To the extent applicable, the Company or the Issuers shall comply (or cause compliance) 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 Pledge and Guarantee Agreement and relating to the substitution therefor of any property or securities to be subjected to the lien and security interest of the Pledge and Guarantee Agreement. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company or the Issuers 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 Second Priority Collateral Agent (as defined in the Pledge and Guarantee Agreement) in the exercise of reasonable care, which the parties hereto and the Holders agree may be counsel to the Issuers and for the Company.
Certificates of the Issuers. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Material Adverse Effect, and, at the Closing Date, the Representative shall have received certificates of duly authorized officers of each of the Issuers and of the Chief Financial Officer or Chief Accounting Officer of each Issuer, dated as of the Closing Date, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties of the Issuers in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Issuers have complied with all agreements and satisfied all conditions on their part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Date, and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration, has been issued and no proceedings for any such purpose have been instituted or are pending or contemplated by the Commission.
