Common use of Content of Certificates and Opinions Clause in Contracts

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower as the case may be) upon a certificate or opinion of or representation by an Authorized Officer of the Authority or Authorized Representative of the Borrower, unless such Counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer of the Authority or the Authorized Representative of Xxxxxxxx, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Lannett Co Inc)

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Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture with respect to compliance with any provision hereof or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.05, 2.06 and 4.05 hereof) shall include (1a) a statement to the effect that the Person person or persons making or giving such certificate or opinion has have read such provision covenant or condition and the definitions herein relating thereto; (2b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion is are based; (3c) a statement to the effect that that, in the opinion of such Personthe signers, he has they have made or caused to be made such examination or investigation as is necessary to enable him them to express an informed opinion with respect as to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which whether or not such certificate covenant or opinion is based, and that such assumptions are reasonablecondition has been complied with; and (5d) a statement as to whether, in the opinion of such Personthe signers, such provision condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Authority Issuer or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation representations by Counsel or an accountantcounsel, unless such officer knowsknows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known, known that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is same were erroneous. Any such certificate or opinion made or given by Counsel or an accountant counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Issuer or the Borrower as Borrower), upon the case may be) upon a certificate or opinion of or representation representations by an Authorized Officer officer of the Authority Issuer or Authorized Representative of the Borrower, as applicable, unless such Counsel counsel knows that the certificate or accountant knowsopinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known, known that the certificate or opinion or representation with respect to the matters upon which such Person's certificate or opinion or representation may be based, as aforesaid, is same were erroneous. The same Authorized Officer of the Authority or the Authorized Representative of Xxxxxxxx, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Indenture of Trust (El Paso Electric Co /Tx/)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include include: (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Company, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCompany, unless such Counsel counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Personperson's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCompany, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Indenture (Nutrition Management Services Co/Pa)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Company as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCompany, unless such Counsel counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCompany, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Gateway Trade Center Inc.)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture Agreement with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Borrower, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the Borrower, unless such Counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters matter upon which such Person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxBorrower, or the same counsel Counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this IndentureAgreement, but different officers, counsel Counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Lannett Co Inc)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture Agreement with respect to compliance with any provision hereof shall include (1i) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2ii) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3iii) a statement to the effect that in the opinion of such Person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4iv) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5v) a statement as to whether, in the opinion of such Person, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel or an accountantAccountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel or an accountant Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Borrower, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the Borrower, unless such Counsel counsel or accountant knows, or in the exercise of reasonable care should have known, Accountant knows that the certificate or opinion or representation with respect to the matters matter upon which such Person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxBorrower, or the same counsel or accountantAccountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this IndentureAgreement, but different officers, counsel or accountants Accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Dynagen Inc)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture Agreement with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Company, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCompany, unless such Counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's certificate certificat or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCompany, or the same counsel Counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this IndentureAgreement, but different officers, counsel Counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Vermont Pure Holdings LTD)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture Agreement with respect to compliance with any provision hereof shall include include: (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Person, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority Lessor or the Borrower Lessee may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Lessor or the Borrower Lessee, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority Lessor or Authorized Representative of the BorrowerLessee, unless such Counsel counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority Lessor or the Authorized Representative of XxxxxxxxLessee, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this IndentureAgreement, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Lease Agreement (Central Sprinkler Corp)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every Every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include include: (1) a statement to the effect that the Person person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that that, in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate Certificate of the Commission or opinion made or given by an officer Authorized Representative of the Authority or the Borrower Commission may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or counsel, an accountant, a financial advisor, an investment banker or an independent consultant, unless such officer Authorized Representative knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel, an accountant or an accountant independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower as the case may beCommission) upon a certificate or opinion of or representation by an Authorized Officer of the Authority or Authorized Representative of the BorrowerCommission, unless such Counsel counsel, accountant or accountant independent consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer Representative of the Authority or the Authorized Representative of XxxxxxxxCommission, or the same counsel or accountantaccountant or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel counsel, accountants or accountants independent consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Subordinate Indenture

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Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every Every certificate or opinion provided for in this Indenture Issuing and Paying Agent Agreement with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that that, in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower City may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel, an accountant, a financial advisor, an investment banker or an accountantindependent consultant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel, an accountant or an accountant independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower as the case may beCity) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCity, unless such Counsel counsel, accountant or accountant independent consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCity, or the same counsel or accountantaccountant or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this IndentureIssuing and Paying Agent Agreement, but different officers, counsel counsel, accountants or accountants independent consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Issuing and Paying Agent Agreement

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Company, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCompany, unless such Counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Personperson's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCompany, or the same counsel Counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel Counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Indenture (Vermont Pure Holdings LTD)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; , (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower as the case may beCompany) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCompany, unless such Counsel counsel or accountant knows, or in the exercise of reasonable care should have known, knows that the certificate or opinion or representation with respect to the matters upon which such Personperson's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCompany, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Indenture (Piercing Pagoda Inc)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include include: (1) a statement to the effect that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whether, in the opinion of such Personperson, such provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority Board or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by Counsel counsel or an accountant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Board or the Borrower Company, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority Board or Authorized Representative of the BorrowerCompany, unless such Counsel counsel or accountant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Personperson's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority Board or the Authorized Representative of XxxxxxxxCompany, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Indenture (Central Sprinkler Corp)

Content of Certificates and Opinions. The Trustee may, but shall not be obligated to, require that every Every certificate or opinion provided for in this Indenture Loan Agreement with respect to compliance with any provision hereof shall include (1) a statement to the effect that the Person person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement to the effect that that, in the opinion of such Personperson, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (4) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (5) a statement as to whetherwhether or not, in the opinion of such Personperson, such provision has been complied withsatisfied. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Corporation may be based, insofar as it relates to legal legal, accounting or accounting health facility matters, upon a certificate or opinion of or representation by Counsel counsel, an Accountant or an accountanta Management Consultant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by Counsel counsel, an Accountant or an accountant a Management Consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower Corporation, as the case may be) upon a certificate or opinion of or representation by an Authorized Officer officer of the Authority or Authorized Representative of the BorrowerCorporation, unless such Counsel counsel, Accountant or accountant Management Consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such Person's person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same Authorized Officer officer of the Authority or the Authorized Representative of XxxxxxxxCorporation, or the same counsel or accountantAccountant or Management Consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this IndentureLoan Agreement, but different officers, counsel counsel, Accountants or accountants Management Consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement

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