Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 13 contracts
Samples: Senior Debt Securities Indenture (Kaufman & Broad Home Corp), Indenture (Og&e Financing I), Indenture (Oge Energy Capital Trust Ii)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee (i) 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 (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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.05) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 10 contracts
Samples: Indenture (North Haven Private Income Fund LLC), Indenture (Apollo Debt Solutions BDC), Indenture (HPS Corporate Lending Fund)
Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company and/or such Subsidiary Guarantor, as appropriate, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 10 contracts
Samples: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Services LLC)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or request by the Company Issuers to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company Issuers shall furnish to the Trustee an Officer's ’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 that, in the opinion of such counsel 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 documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 8 contracts
Samples: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.
Appears in 8 contracts
Samples: Subordinated Indenture (Complete Management Inc), Senior Indenture (Complete Management Inc), Indenture (Hub International LTD)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied with and and, if requested by the 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(a) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 7 contracts
Samples: Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Ameren Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 904) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.
Appears in 7 contracts
Samples: Indenture (New Gold Inc. /FI), Indenture (Field Trip Health Ltd.), Trust Indenture (Osisko Gold Royalties LTD)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 7 contracts
Samples: Subordinated Indenture (Southwestern Electric Power Co), Indenture (Grand Court Lifestyles Inc), Indenture (Grand Court Lifestyles 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, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 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 with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.6) shall include:
(a1) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 7 contracts
Samples: Indenture (Exela Technologies, Inc.), Indenture (Exela Technologies, Inc.), First Supplemental Indenture (Tellurian Inc. /De/)
Compliance Certificates and Opinions. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company and/or such Subsidiary Guarantor, as appropriate, 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 or a Subsidiary Guarantor, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedIndenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Indenture, other than an Officers’ Certificate required by Section 1004, shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he the individual has made or caused to be made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 6 contracts
Samples: Indenture (American Italian Pasta Co), Indenture (Bay Valley Foods, LLC), Indenture (Lear Corp)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied with and and, if reasonably requested by the Agent, an Opinion of Counsel addressed to the Agent stating that that, in the opinion of such counsel 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 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individualPerson, he or she or it has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 6 contracts
Samples: Purchase Contract Agreement (Alltel Corp), Purchase Contract Agreement (Electronic Data Systems Corp /De/), Purchase Contract Agreement (Alltel Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Sections 2.3) shall include:
(a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant and any definitions in this Indenture that are used in such certificate or condition and the definitions herein relating theretoopinion;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 5 contracts
Samples: Indenture (Know Labs, Inc.), Indenture (Akoustis Technologies, Inc.), Indenture (Akoustis, 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, other than an action permitted by Sections 205 and 704 hereof, 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 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 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 with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.5) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 5 contracts
Samples: Indenture (Hanover Insurance Group, Inc.), Indenture (Hanover Insurance Group, Inc.), Indenture (GT Advanced Technologies Inc.)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Indenture Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Indenture 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 10.09) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 5 contracts
Samples: Indenture (Chartermac), Indenture (Lexington Corporate Properties Trust), Indenture (Beazer Homes Usa Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 5 contracts
Samples: Indenture (Alberto Culver Co), Indenture (Case Credit Corp), Indenture (Case Credit Corp)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 704(4)) shall include:
(a) 1. a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a 2. brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) 3. a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) 4. a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 4 contracts
Samples: Indenture (Core Molding Technologies Inc), Indenture (Core Molding Technologies Inc), Indenture (Fox Factory Holding Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company or the Guarantor to the Trustee for any series of Securities to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company or the Guarantor, as the case may be, shall furnish to the such Trustee an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 4 contracts
Samples: Indenture (Ingersoll Rand Co LTD), Indenture (Ingersoll Rand Co LTD), Indenture (Ingersoll Rand Co LTD)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 9.4) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.
Appears in 4 contracts
Samples: Trust Indenture (High Tide Inc.), Indenture (Northern Dynasty Minerals LTD), Trust Indenture (Taseko Mines LTD)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Sections 2.3 and 9.7) shall include:
(a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant and any definitions in this Indenture that are used in such certificate or condition and the definitions herein relating theretoopinion;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 4 contracts
Samples: Indenture (Methes Energies International LTD), Indenture (Tengion Inc), Indenture (Netsol Technologies Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Sections 2.3 and 9.7) shall include:
(a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant and any definitions in this Indenture that are used in such certificate or condition and the definitions herein relating theretoopinion;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (Advanced Energy Industries Inc), Indenture (Exact Sciences Corp), Indenture (Superconductor Technologies Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate (other than certificates provided pursuant to Section 1004) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include, without limitation:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Indenture relating theretoto such covenant or condition;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he each such individual has made such examination or investigation as is necessary to enable him each such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (National Data Corp), Indenture (Budget Group Inc), Indenture (Reptron Electronics Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Sections 2.3 and 9.7 and the last paragraph of Section 3.3) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (Fidelity National Title Group, Inc.), Indenture (Fidelity National Financial Inc /De/), Indenture (Fidelity National Title Group, Inc.)
Compliance Certificates and Opinions. Upon any application or request by the Company or Industries, as the case may be, to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company or Industries, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (Nipsco Industries Inc), Indenture (Nipsco Industries Inc), Indenture (Nipsco Industries Inc)
Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company Issuers or a Guarantor to the Trustee to take any action under any provision of the provisions of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company Issuers or such Guarantor shall furnish to the Trustee an Officer's ’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 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 demand as to which the furnishing of such 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. Every .
(b) Each certificate or 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:
: (a1) a statement that each individual signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
; (c3) a statement that, in the opinion of each such individualPerson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
and (d4) a statement as to whetherwhether or not, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (ADT Inc.), Indenture (ADT Inc.), Indenture (ADT Inc.)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's a Compliance Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants the compliance with which constitutes a condition precedent) 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation investigation, if any, upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Senior Secured Note Indenture (SLM International Inc /De), Senior Secured Note Indenture (SLM International Inc /De), Senior Secured Note Indenture (SLM International Inc /De)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 that, in the opinion Opinion of such counsel 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 documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 10.05) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein and in any applicable Security relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Subordinated Indenture (Union Bankshares Corp), Subordinated Indenture (Eagle Bancorp Inc), Subordinated Indenture (Eagle Bancorp Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 10.8) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (Sports Authority Inc /De/), Indenture (Anadigics Inc), Indenture (Teradyne Inc)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Senior Indenture (Essent Group Ltd.), Senior Indenture (Renaissancere Holdings LTD), Senior Indenture (Renaissancere Holdings LTD)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company Corporation to the Trustee Agent or Collateral Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company Corporation, as applicable, shall furnish to the Trustee Agent or Collateral Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(ai) a statement that each individual signing such certificate or opinion has read reached such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Unit Agreement (Comcast Cable Trust Iii), Unit Agreement (Dean Witter Discover & Co), Unit Agreement (Morgan Stanley Dean Witter & Co)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 1005) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein and in any applicable Security relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Subordinated Indenture (National City Corp), Subordinated Indenture (National City Corp), Subordinated Indenture (National City 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, other than an action permitted by Sections 205 and 704 hereof, 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 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 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 with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 5.5) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (Celgene Corp /De/), Indenture (Celgene Corp /De/), Indenture (Genzyme Corp)
Compliance Certificates and Opinions. 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 for which a specific request is required under this Indenture, other than an action permitted by Sections 205 and 704 hereofthe Issuer or the Servicer, the Company as applicable, shall furnish to the Trustee an Officer'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 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 documents a different certificate is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Indenture (Trendwest Resorts Inc), Indenture (Trendwest Resorts Inc), Indenture (Sunrise Resources Inc\mn)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereofAgreement, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.), Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.), Purchase Contract and Pledge Agreement (Stanley Works)
Compliance Certificates and Opinions. 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 any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee an Officer's Purchase Contract Agent a Company Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied with 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Nextera Energy Inc), Purchase Contract Agreement (FPL Group Inc), Purchase Contract Agreement (FPL Group Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 and an Opinion of Counsel stating that that, in the opinion Opinion of such counsel 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 documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 1005) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein and in any applicable Security relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 3 contracts
Samples: Senior Indenture (National City Corp), Senior Indenture (National City Corp), Senior Indenture (National City Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 10.7) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Sonus Networks Inc), Indenture (Sonus Networks Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee for any series of Securities to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate (other than certificates provided pursuant to Section 1005) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Philip Morris Companies Inc), Indenture (Philip Morris Companies 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, other than an action permitted by Sections 205 and 704 hereof, the Company or such Guarantor shall furnish to the Trustee an Officer's ’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 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 demand as to which the furnishing of such 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. Every .
(b) Each certificate or 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:
: (a1) a statement that each individual signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
; (c3) a statement that, in the opinion of each such individualPerson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
and (d4) a statement as to whetherwhether or not, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Signet Jewelers LTD), Indenture (Sterling Jewelers LLC)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee 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 with and and, if requested by the 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(a) a statement that each the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Anthem Inc), Purchase Contract Agreement (Solectron Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to TIA 314(a)(4)) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Nibco Inc), Indenture (Nibco Inc)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company Corporation to the Trustee Agent or Collateral Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company Corporation, as applicable, shall furnish to the Trustee Agent or Collateral Agent an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Unit Agreement (Morgan Stanley Capital Trust VIII), Unit Agreement (Morgan Stanley)
Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company or the Guarantor to the Trustee to take any action under any provision of the provisions of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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, precedent 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, precedent have been complied with, except that in the case of any such application or request demand as to which the furnishing of such 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. Every .
(b) Each certificate or 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:
include (a1) a statement that each individual signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
; (c3) a statement that, in the opinion of each such individualPerson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
and (d4) a statement as to whetherwhether or not, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Mediaone Finance Trust Ii), Indenture (Mediaone Finance Trust Vi)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officers' Certificate required by Section 5.05) shall include:
: (ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
; (bii) 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;
; (ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
and (div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (First Chicago NBD Capital Iv), Indenture (First Chicago NBD Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company Issuer to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company Issuer 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individualPerson, he such Person has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Mediacom Capital Corp), Indenture (Mediacom Capital Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 8.8) shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with; provided, however, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials.
Appears in 2 contracts
Samples: Indenture (Cell Therapeutics Inc), Indenture (Asm International N V)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 9.7) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with; PROVIDED, HOWEVER, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials.
Appears in 2 contracts
Samples: Indenture (Drdgold LTD), Indenture (Durban Roodepoort Deep LTD)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Senior Indenture (Teligent Inc), Subordinated Indenture (Teligent Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company or the Guarantors to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company and the Guarantors, as applicable, shall furnish to the Trustee Trustee, to the extent required by the TIA or this Indenture, (i) 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whetherwhether or not, in the opinion and to the best knowledge and belief after due investigation of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Trend Drilling Co), Indenture (Nabors Industries Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's Officers’ Certificate stating to the effect 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 to the effect 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion 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:
(a) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Ambac Financial Group Inc), Indenture (Ambac Financial Group Inc)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, 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 it being understood that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individualPerson, he such Person has made such examination or investigation as is necessary to enable him such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: General and Refunding Mortgage Indenture (Nevada Power Co), General and Refunding Mortgage Indenture (Nevada Power Co)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 that, in the opinion of such counsel 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 documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 1005) shall include:
(a1) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein and in any applicable Security relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Subordinated Indenture (Firstmerit Corp /Oh/), Subordinated Indenture (Firstmerit Corp /Oh/)
Compliance Certificates and Opinions. Upon any application or request by the Company or any of the Guarantors to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company or any of the Guarantors shall furnish to the Trustee such certificates and opinions as may be required under this Indenture. Each such certificate or opinion, and any certificate evidencing a determination required to be made by the Company or any of the Guarantors under this Indenture, 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 or any of the Guarantors, 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 and shall comply with the requirements set forth in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedIndenture. Every certificate or opinion with respect to compliance by or on behalf of the Company or any of the Guarantors with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Votorantim Pulp & Paper Inc), Indenture (Votorantim Pulp & Paper Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1005) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Xerox Corp), Indenture (Xerox Corp)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided in this Indenture, upon any application or written request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 it being understood that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Cleco Corporate Holdings LLC), Indenture (Puget Energy Inc /Wa)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 904) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (FSD Pharma Inc.), Indenture (Largo Resources Ltd.)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1013) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (CSC Parent Corp), Indenture (Cablevision Systems Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an as action permitted by Sections 205 2.03 and 704 hereof7.04, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of or each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (WPS Resources Corp), Indenture (WPS Resources Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall shall, upon the request of the Trustee, furnish to the Trustee (1) 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 (2) 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate (other than certificates provided pursuant to Section 10.06) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (L 3 Communications Corp), Indenture (L 3 Communications Corp)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, 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 documents is specifically speci fically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual Person signing such certificate cer tificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individualPerson, he such Person has made such examination or investigation as is necessary to enable him such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Arkansas Power & Light Co), Indenture (Louisiana Power & Light Co /La/)
Compliance Certificates and Opinions. Any action to be taken on behalf of Xxxxx under this Indenture shall be taken on its behalf by the Company and any notice, request or other information to be provided to Xxxxx shall be delivered to the Company on its behalf. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedIndenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (FLN Finance Inc), Indenture (FLN Finance Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 2.5 and 704 7.4 hereof, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Senior Debt Indenture (Insight Communications Co Inc), Subordinated Debt Indenture (Adelphia Communications Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company Trust to the Indenture Trustee to take any action under any provision provisions of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company Trust shall furnish to the Indenture Trustee an Officer's Officers' Certificate stating that all conditions precedent (including any covenant compliance with which constitutes a condition 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 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 documents is specifically required by any provision provisions of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Saul B F Real Estate Investment Trust), Indenture (Saul B F Real Estate Investment Trust)
Compliance Certificates and Opinions. Upon any application or request by the Company or the Guarantor to the Trustee for any series of Securities to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company or the Guarantor, as the case may be, shall furnish to the such 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Indenture (Ingersoll Rand Co LTD), Indenture (Ingersoll Rand Co)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's a Compliance Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants the compliance with which constitutes a condition precedent) 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation investigation, if any, upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied withwith and, in the case of any statement regarding compliance with Section 415 of this Indenture or the calculation of CDSA or Excess Cash, detailed computations in support of the statements made; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 2 contracts
Samples: Collateralized Note Indenture (Huntway Partners L P), Collateralized Note Indenture (Huntway Partners L P)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 2.5 and 704 hereof7.4 below, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Indenture relating theretoto this Indenture;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Senior Debt Indenture (Kforce Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 1005) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein and in any applicable Security relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Subordinated Indenture (Southern First Bancshares Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Alberto-Culver CO)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee (i) 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 (ii) 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 12.02) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Subordinated Debt Indenture (Bedford Property Investors Inc/Md)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an as action permitted by Sections 205 2.03 and 704 hereof7.04, the Company shall furnish to the Trustee an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of or each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (WPS Resources Corp)
Compliance Certificates and Opinions. (a) Upon any application or request demand by the Company Issuer or a Guarantor to the Trustee to take any action under any provision of the provisions of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company Issuer or such Guarantor shall furnish to the Trustee an Officer's ’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 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 demand as to which the furnishing of such 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. Every .
(b) Each certificate or 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:
: (a1) a statement that each individual signing the Person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
condition; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
; (c3) a statement that, in the opinion of each such individualPerson, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
and (d4) a statement as to whetherwhether or not, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (ADT Inc.)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a covenant or condition or covenant provided for in this Indenture (other than pursuant to Section 1004) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such covenant or condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Husky Energy Inc)
Compliance Certificates and Opinions. Upon any application Application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application Application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application Application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 11.10 hereof) shall include:
(a) A. a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b) B. a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) C. a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d) D. a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the Officer's Certificate required by Section 6.06) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Penney J C Co Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company or IKON to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofincluding in connection with the execution of this Indenture, the Company or IKON, as the case may be, 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 or IKON, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedIndenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.05) shall include:,
(ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Form of Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's Officers’ Certificate stating that all conditions precedent, if any, provided for in this Form of 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 documents is specifically required by any provision of this Form of Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Form of Indenture (other than pursuant to Section 1005) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Medallion Financial Corp)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, 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 and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except provided that in the case of any such application or request as to which the furnishing of such documents or either 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Senior Subordinated Indenture (American General Capital Iv)
Compliance Certificates and Opinions. 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, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each the individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee Trustee, if requested by the Trustee, an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee an Officer's ’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 that, in the opinion of such counsel 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 documents or 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. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 10.05) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein and in any applicable Security relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Subordinated Indenture (BNC Bancorp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) include a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b1) 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;
(c2) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Nalco Energy Services Equatorial Guinea LLC)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee an Officer's Agent a Company Certificate stating that in the opinion of the Authorized Officer signing such Company Certificate all conditions precedent, if any, provided for in this Indenture Agreement relating to the proposed action have been complied 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Share Purchase Contract Agreement (Firstenergy Corp)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee for any series of Securities to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate (other than certificates provided pursuant to Section 1004) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Cardinal Health Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Sections 2.3 and 9.6 and the last paragraph of Section 3.3) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 2.05 and 704 7.04 hereof, the Company shall furnish to the Trustee an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Kennametal Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate required by Section 1006) shall include:
(a1) a statement that each individual the Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individualPerson, he such Person has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Nelnet Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Trustee Agent to take any action under in accordance with any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee 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 with and and, if requested by the 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, however, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Alberto-Culver CO)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 covenants compliance with which constitutes a condition precedent) 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual or firm signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individualindividual or such firm, he has or they have made such examination or investigation as is necessary to enable him or them to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individualindividual or such firm, such condition or covenant has been complied with.
Appears in 1 contract
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, other than an action permitted by Sections 205 and 704 hereof, 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 and and, if requested by the Trustee, 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 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 with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Dusa Pharmaceuticals Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 documents is specifically required by any provision requirements of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedIndenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a1) a statement that each individual Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of for the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individualPerson, he such Person has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individualPerson, such condition or covenant has been complied with. The certificates and opinions provided pursuant to this Section 15.1 and the statements required by this Section 15.1 shall comply in all respects with TIA Sections 314(c) and (e).
Appears in 1 contract
Samples: Indenture (Willcox & Gibbs Inc /De)
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, other than an action permitted by Sections 205 and 704 hereof, 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 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 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 with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.6) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee Fiscal Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company shall furnish to the Trustee Fiscal Agent an Officer's ’s Certificate and an Opinion of Counsel (provided, however, that at the time of issuance of the Notes, the Company shall furnish to the Fiscal Agent an Officer’s Certificate) stating that all conditions precedent, if any, precedent provided for in this Indenture Agreement relating to the proposed action have been complied with and with. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Company, 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 and shall comply with the requirements set forth in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnishedAgreement. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement (except for certificates provided for in Section 9.4) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Fiscal Agency Agreement (Takeda Pharmaceutical Co LTD)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 covenants compliance with which constitutes a condition precedent) 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:;
(aa.) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(bb.) a brief statement as to the nature and scope of the examination or investigation investigation, if any, upon which the statements or opinions contained in such certificate or opinion are based;
(cc.) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(dd.) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Hallwood Group Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the Officers' Certificate required by Section 5.05) shall include:
(ai) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Compliance Certificates and Opinions. Upon Except as otherwise expressly provided by this Agreement, upon any application or request by the Company Corporation to the Trustee Agent or Collateral Agent to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofAgreement, the Company Corporation, as applicable, shall furnish to the Trustee Agent or Collateral 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 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 in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture Agreement shall include:
(ai) a statement that each individual signing such certificate or opinion has read reached such covenant or condition and the definitions herein relating thereto;
(bii) 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;
(ciii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(div) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 2.5 and 704 hereof7.4 below, 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein in this Indenture relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, 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 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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Sections 2.3 and 9.7 and the last paragraph of Section 3.3) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such condition or covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Compliance Certificates and Opinions. Upon any application application, order or request by the Company Issuer or the Servicer to the Indenture Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereofIndenture for which a specific request is required hereunder, the Company Issuer or the Servicer, as applicable, shall furnish to the Indenture Trustee an Officer's Certificate of the Issuer or the Servicer, as applicable, stating that all conditions precedent, if any, provided for in this Indenture herein 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 documents a different certificate is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture herein shall include:
(a) a statement that each individual signing such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of each such individual, he such individual has made such examination or investigation as is necessary to enable him such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
Samples: Indenture (Autoinfo Inc)
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by Sections 205 and 704 hereof, the Company shall furnish to the Trustee Trustee, if requested by the Trustee, an Officer's ’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 documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include:
(a1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Appears in 1 contract
