Common use of Compliance Certificates and Opinions Clause in Contracts

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the Trustee, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person signing such certificate or opinion has read and understands 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 such Person, such Person has made such examination or investigation as is necessary to enable such Person 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 such Person, such condition or covenant has been complied with.

Appears in 20 contracts

Samples: Indenture (Emergent Capital, Inc.), Indenture (Emergent Capital, Inc.), Indenture (Emergent Capital, Inc.)

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Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company or a Guarantor to the Trustee to take any action under any provision of the provisions of this Indenture and as may be requested by the TrusteeIndenture, the Company or such Guarantor shall furnish to the Trustee an Officer’s Certificate stating that that, in the opinion of the signer, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, that in the case of any such application or request demand as to which the furnishing of such certificates or opinions documents is specifically required dealt with by any provision of this Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion of Counsel opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: : (1) a statement that the Person signing making such certificate or opinion has read and understands 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 such Person, such Person he has made such examination or investigation as is necessary to enable such Person him 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 such Person, such condition or covenant has been complied with.

Appears in 19 contracts

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

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including covenants, compliance with which constitute conditions precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (excluding certificates delivered pursuant to Section 1010) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands such condition or 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such Personindividual, such condition or covenant has been complied with.

Appears in 18 contracts

Samples: Indenture (Wellsford Residential Property Trust), Indenture (Provident Companies Inc /De/), Indenture (Union Planters Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee Trustees to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee Trustees an Officer’s 's Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.04) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 16 contracts

Samples: Indenture (Platinum Group Metals LTD), Indenture (Energy Fuels Inc), Indenture (KWESST Micro Systems Inc.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee Trustees to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee Trustees an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.04) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 10 contracts

Samples: Indenture (Eldorado Gold Corp /Fi), Indenture (Curaleaf Holdings, Inc.), Indenture (Ascend Wellness Holdings, Inc.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 8 contracts

Samples: Indenture (Aircastle LTD), Indenture (Aircastle LTD), Indenture (Aircastle LTD)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion (other than the certificates required by Section 1004) with respect to compliance with a covenant or condition or covenant provided for in this Indenture shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 7 contracts

Samples: Indenture (Atmos Energy Corp), Indenture (Oneok Inc /New/), Indenture (Atmos Energy Corp)

Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company to the Trustee to take any action under any provision of the provisions of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that that, in the opinion of the signer, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion of Counsel opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: : (1) a statement that the Person signing making such certificate or opinion has read and understands 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 such Person, such Person he has made such examination or investigation as is necessary to enable such Person him 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 such Person, such condition or covenant has been complied with.

Appears in 6 contracts

Samples: Indenture (Applied Materials Inc /De), Indenture (Applied Materials Inc /De), Indenture (NetApp, Inc.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s 's Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 6 contracts

Samples: Indenture (Boston Scientific Corp), Indenture (BSC Capital Trust Iii), Indenture (Boston Scientific Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant or condition compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 5 contracts

Samples: Indenture (Lifevantage Corp), Indenture (Coca-Cola European Partners Us, LLC), Indenture (Medicinova Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 5 contracts

Samples: Indenture (Teligent Inc), Indenture (Valujet Inc), Indenture (Teligent Inc)

Compliance Certificates and Opinions. (a) Upon any application application, request or request demand by the Company Corporation to the Trustee to take any action under any provision of the provisions of this Indenture Indenture, including but not limited to actions which relate to the authentication and as may be requested by delivery of the TrusteeDebentures and to the satisfaction and discharge of the Indenture, the Company Corporation shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion opinion of Counsel the Corporation provided for in this Indenture with respect to compliance with a condition or covenant in this Indenture (other than the certificates provided for in this Indenture Section 6.3(d)) shall include: include (1) a statement that the Person signing making such certificate or opinion has read and understands 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 such Person, such Person he has made such examination or investigation as as, in the opinion of such Person, is necessary to enable such Person him 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 such Person, such condition or covenant has been complied with.

Appears in 5 contracts

Samples: Indenture (Apab Capital Trust I), Indenture (Metropolitan Capital Trust Ii), Indenture (Metropolitan Financial Corp /Oh/)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act or this Indenture. Each such certificate and each such opinion shall be in the form of an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and or an Opinion of Counsel stating that in Counsel, as applicable, and shall comply with the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision requirements of this Indenture relating to such particular application or request, no additional Indenture. Every certificate or opinion need be furnished. (b) Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1i) a statement that the Person each individual signing such certificate or opinion has read and understands such 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether, in the opinion of each such Personindividual, such condition or covenant has been complied with. The certificates and opinions provided pursuant to this Section 13.1 and the statements required by this Section 13.1 shall comply in all respects with TIA Sections 314(c) and (e).

Appears in 4 contracts

Samples: Indenture (Xto Energy Inc), Indenture (Xto Energy Inc), Indenture (Xto Energy Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied withwith and, and where appropriate as to matters of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person signing such certificate or opinion has read and understands 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 Person, such Person has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

Appears in 4 contracts

Samples: Indenture (Arch Capital Group (U.S.) Inc.), Indenture (Arch Capital Group Ltd.), Indenture (Arch Capital Group Ltd.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1009(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 4 contracts

Samples: Indenture (Qwest Communications International Inc), Indenture (Qwest Communications International Inc), Indenture (Qwest Communications International Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee Trustees to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee Trustees an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.4) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 3 contracts

Samples: Indenture (North American Palladium LTD), Indenture (North American Palladium LTD), Indenture (North American Palladium LTD)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s 's Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 3 contracts

Samples: Indenture (Primus Telecommunications Group Inc), Indenture (Primus Telecommunications Group Inc), Indenture (Primus Telecommunications Group Inc)

Compliance Certificates and Opinions. (a) Upon any written application or written request by the Company Corporation to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Corporation shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant, compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 3 contracts

Samples: Indenture (Ovintiv Inc.), Indenture (Encana Corp), Indenture (Encana Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Indenture and as may be requested by Agreement, the Company, such Owner Trustee or such Loan Trustee, as the Company case may be, shall furnish to the Trustee (i) an Officer’s 's Certificate stating that that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement (other than a certificate provided pursuant to Section 8.04(d)) shall include: (1a) a statement that the Person each individual signing such certificate or opinion has read and understands such covenant or condition and the definitions herein in this Agreement 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; (3c) a statement that, in the opinion of each such Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 3 contracts

Samples: Pass Through Trust Agreement (Atlas Air Inc), Pass Through Trust Agreement (Atlas Air Inc), Pass Through Trust Agreement (Atlas Air Inc)

Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company or any Guarantor to the Trustee to take any action under any provision of the provisions of this Indenture and as may be requested by the TrusteeIndenture, the Company or such Guarantor shall furnish deliver to the Trustee an Officer’s Certificate stating that that, in the opinion of the signer, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, that in the case of any such application or request demand as to which the furnishing of such certificates or opinions documents is specifically required dealt with by any provision of this Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion of Counsel opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: : (1) a statement that the Person signing making such certificate or opinion has read and understands 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 such Person, such Person he has made such examination or investigation as is necessary to enable such Person him 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 such Person, such condition or covenant has been complied with.

Appears in 3 contracts

Samples: Indenture (STERIS PLC), Indenture (STERIS LTD), Indenture (STERIS LTD)

Compliance Certificates and Opinions. (a) Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Purchase Contract Agent to take any action under in accordance with any provision of this Indenture and as may be requested by the TrusteeAgreement, the Company shall furnish to the Trustee Purchase Contract Agent an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied withwith and, and if requested by the Purchase Contract Agent, an Opinion of Counsel stating that that, in the opinion of such counsel counsel, all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he or she has made such examination or investigation as is necessary to enable such Person 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 Personindividual, such condition or covenant has been complied with.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/), Purchase Contract Agreement (Georgia Pacific Corp), Purchase Contract Agreement (Georgia Pacific Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Corporation to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Corporation shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person such individual signing such certificate or opinion has read and understands understood 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 Personindividual, such Person individual has made such examination or investigation as is necessary to enable such Person 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Nutrien Ltd.), Indenture (Nutrien Ltd.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.04) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he or she has made such examination or investigation as is necessary to enable such Person him or her, as the case may be, 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Celestica Inc), Indenture (Celestica Inc)

Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company to the Trustee to take any action under any provision of the provisions of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that that, in the opinion of the signer, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion of Counsel opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: : (1) a statement that the Person signing making such certificate or opinion has read and understands 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 such Person, such Person he or she has made such examination or investigation as is necessary to enable such Person 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 such Person, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Altera Corp), Indenture (Altera Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee (a) an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (b) an Opinion of Counsel stating that in the opinion of counsel providing such counsel Opinion all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance by or on behalf of the Company with a condition or covenant provided for in this Indenture (except for the written statement required by Section 10.4) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personofficer, such Person the officer has made such examination or investigation as is necessary to enable such Person the person 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 Personindividual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Texas New Mexico Power Co), Indenture (Texas New Mexico Power Co)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Issuer to the Indenture Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall Issuer will furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture shall (except for the written statement required by Section 11.04) will include: (1a) a statement that the Person each individual signing such certificate or opinion has read and understands 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 that such Person, such Person individual has made such examination or investigation as is necessary to enable such Person 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 Personindividual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Mellon Premium Finance Loan Owner Trust), Indenture (Mellon Bank Premium Finance Loan Master Trust)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Fleming Companies Inc /Ok/), Indenture (Fleming Companies Inc /Ok/)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, 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 Officer’s Certificate stating that all conditions precedentOfficers' Certificate, if anyto be given by an officer of the Company, provided for in this Indenture relating to the proposed action have been complied with, and or an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedentCounsel, if anyto be given by counsel, have been complied with, except that, in and shall comply with the case requirements of the Trust Indenture Act and any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for other requirements set forth in this Indenture shall include:Indenture. (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he or she has made such examination or investigation as is necessary to enable such Person 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 Personindividual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Sun Microsystems Inc), Indenture (Sun Microsystems Inc)

Compliance Certificates and Opinions. (a) Upon any application or request demand by Guarantors or the Company to the Trustee to take any action under any provision of the provisions of this Indenture and as may be requested by the TrusteeIndenture, Guarantors or the Company shall furnish to the Trustee an Officer’s Certificate stating that that, in the opinion of the signer, all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, that in the case of any such application or request demand as to which the furnishing of such certificates or opinions documents is specifically required dealt with by any provision of this Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion of Counsel opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: : (1) a statement that the Person signing making such certificate or opinion has read and understands 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 such Person, such Person he has made such examination or investigation as is necessary to enable such Person him 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 such Person, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (IPERIONX LTD), Indenture (Piedmont Lithium LTD)

Compliance Certificates and Opinions. (a) Upon any application application, order or request by the Company Issuer or the Servicer to the Trustee to take any action under any provision of this Indenture and as may be requested by the Trusteefor which a specific request is required under this Indenture, the Company Issuer or the Servicer, as applicable, shall furnish to the Trustee an Officer’s 's Certificate of the Issuer or the Servicer, as applicable, stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating except that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions a different certificate is specifically required by any provision of this Indenture or the Servicing Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1a) a statement that the Person each individual signing such certificate or opinion has read and understands or has caused to be 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 Personindividual, such Person individual has made such examination or investigation as is necessary to enable such Person individual 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 Personindividual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Trendwest Resorts Inc), Indenture (Trendwest Resorts Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel such proposed action is authorized or permitted by this Indenture and all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1010) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Ambac Financial Group Inc), Indenture (Ambac Financial Group Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied withwith and, and if required by the Trust Indenture Act, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in SECTION 9.8) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 such Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 2 contracts

Samples: Indenture (Etoys Inc), Indenture (Etoys Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act or this Indenture. Each such certificate and each such opinion shall be in the form of an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and or an Opinion of Counsel stating that in Counsel, as applicable, and shall comply with the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision requirements of this Indenture relating to such particular application or request, no additional Indenture. Every certificate or opinion need be furnished. (b) Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1i) a statement that the Person each individual signing such certificate or opinion has read and understands such 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether, in the opinion of each such Personindividual, such condition or covenant has been complied with. The certificates and opinions provided pursuant to this Section 13.1 and the statements required by this Section 13.1 shall comply in all respects with TIA Sections 314(c) and (e).

Appears in 2 contracts

Samples: Indenture (Xto Energy Inc), Indenture (Xto Energy Inc)

Compliance Certificates and Opinions. (a) Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, it being understood that in the case of any such application or request as to which the furnishing of such certificates an Officer’s Certificate or opinions an Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1a) a statement that the each Person signing such certificate or opinion has read and understands such covenant or condition and the definitions herein relating theretoin respect of which such document is furnished; (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 Person, such Person has made such examination or investigation as is necessary to enable such Person 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 Person, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Supplemental Indenture (SOUTH JERSEY GAS Co)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Corporation to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Corporation shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands understood 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Agrium Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by (other than the Trusteeauthentication of the Initial Securities), the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (HomeCare Labs, Inc.)

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Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that that, in the opinion of such counsel counsel, all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates documents or opinions any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every certificate Such Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than the statement required by Section 5.08) shall also include: (1) a statement that the Person signing such certificate Authorized Officer or opinion counsel has read and understands such covenant or condition and the definitions herein relating theretocondition; (2) a brief statement as to the nature and scope of the such examination or investigation upon which the statements or opinions contained in such certificate Officers’ Certificate or opinion Opinion of Counsel are based; (3) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whetherwhether or not, in the opinion of such Person, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Baxalta Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the Trustee, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person signing such certificate or opinion has read and understands 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 such Person, such Person has made such examination or investigation as is necessary to enable such Person 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 such Person, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (BGC Partners, Inc.)

Compliance Certificates and Opinions. (a) 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 and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion opinion by or on behalf of Counsel the Company with respect to compliance with a condition or covenant provided for in this Indenture except for certificates provided for in Section 10.8 shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person individual has made such examination or investigation as is necessary to enable such Person individual 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 whether, in the opinion of each such Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Ibp Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating and an Opinion of Counsel each satisfactory in form and substance to the Trustee, which, taken together, state that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, and an Opinion of Counsel stating except that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Be Aerospace Inc)

Compliance Certificates and Opinions. (a) Upon any written application or written request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Encana Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant or condition compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to [Article 10]) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Singular Genomics Systems, Inc.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1007(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 -or opinion are based; (3) a statement that, in the opinion of each such Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Tembec Industries Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company or the Guarantor, as applicable, shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel Counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Senior Indenture (OneBeacon Insurance Group, Ltd.)

Compliance Certificates and Opinions. (a) Upon any application application, order or request by the Company Issuer or the Servicer to the Trustee to take any action under any provision of this Indenture and as may be requested by the Trusteefor which a specific request is required under this Indenture, the Company Issuer or the Servicer, as applicable, shall furnish to the Trustee an Officer’s 's Certificate of the Issuer or the Servicer, as applicable, stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating except that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions a different certificate is -71- 77 specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1a) a statement that the Person each individual signing such certificate or opinion has read and understands or has caused to be 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 Personindividual, such Person individual has made such examination or investigation as is necessary to enable such Person individual 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Trendwest Resorts Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Issuer to the Trustee for any series of Securities to take any action under any provision of this Indenture and as may be requested by the Trusteeor any supplement hereto, the Company Issuer shall furnish to the such Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate (other than certificates provided pursuant to Section 1004) or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands such condition or 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Acadia Realty Trust)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.08(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Cd Radio Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Issuer to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Issuer or the Guarantor, as the case may be, shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 10.08) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands such condition or 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and (4) a statement as to whetherwhether or not, in the opinion of each such Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (American Standard Companies Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s 's Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include:: 21 14 (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (China Mobile Hong Kong LTD)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant or condition compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions documents is specifically required by 11 any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (pdvWireless, Inc.)

Compliance Certificates and Opinions. (a) Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Purchase Contract Agent to take any action under in accordance with any provision of this Indenture and as may be requested by the TrusteeAgreement, the Company shall furnish to the Trustee Purchase Contract Agent an Officer’s 's Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied with, with and an Opinion of Counsel stating that that, in the opinion of such counsel counsel, all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement (other than the Officer's Certificate provided for in Section 10.05) shall include: (1) : a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he or she has made such examination or investigation as is necessary to enable such Person individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) and a statement as to whether, in the opinion of each such Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Entergy Corp /De/)

Compliance Certificates and Opinions. (a) Upon Except with regard to the initial issuance of a series of notes hereunder, upon any application or request demand by the Company an Issuer to the Trustee to take any action under any provision of the provisions of this Indenture and as may be requested by the TrusteeIndenture, the Company such Issuer shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, precedent provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, precedent have been complied with, except that, that in the case of any such application or request demand as to which the furnishing of such certificates or opinions documents is specifically required by any provision of this Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. (b) Every Each certificate or Opinion of Counsel opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person signing making such certificate or opinion has read and understands such covenant or condition and the definitions herein relating theretocondition; (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 such Person, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whetherwhether or not, in the opinion of such Person, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (American Realty Capital Properties, Inc.)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1006(a)) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Inter Act Systems Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act or this Indenture. Each such certificate and each such opinion shall be in the form of an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and or an Opinion of Counsel stating that in Counsel, as applicable, and shall comply with the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision requirements of this Indenture relating to such particular application or request, no additional Indenture. Every certificate or opinion need be furnished. (b) Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1i) a statement that the Person each individual signing such certificate or opinion has read and understands such 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4iv) a statement as to whether, in the opinion of each such Personindividual, such condition or covenant has been complied with. The certificates and opinions provided pursuant to this Section 12.1 and the statements required by this Section 12.1 shall comply in all respects with TIA Sections 314(c) and (e).

Appears in 1 contract

Samples: Indenture (Xto Energy Inc)

Compliance Certificates and Opinions. (a) Upon any written application or written request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant, compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Encana Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.04) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he or she has made such examination or investigation as is necessary to enable such Person him or her, as the case may be, 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Celestica Inc)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Corporation to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Corporation shall furnish to the Trustee an Officer’s Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.4) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Transalta Corp)

Compliance Certificates and Opinions. (a) Upon any application or request by the Company Company, Parent or a Guarantor to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Company, Parent or such Guarantor, as applicable, shall furnish to the Trustee an Officer’s Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture Agreement (Cooper Offshore Holdings S.a.r.l.)

Compliance Certificates and Opinions. (a) Upon any written application or written request by the Company Corporation to the Trustee to take any action under any provision of this Indenture and as may be requested by the TrusteeIndenture, the Company Corporation shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant, compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, that in the case of any such application or request as to which the furnishing of such certificates or opinions 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. (b) . Every certificate or Opinion of Counsel opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 10.04) shall include: (1) a statement that the Person each individual signing such certificate or opinion has read and understands 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 Personindividual, such Person he has made such examination or investigation as is necessary to enable such Person him 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 Personindividual, such covenant or condition or covenant has been complied with.

Appears in 1 contract

Samples: Indenture (Ovintiv Inc.)

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