Contents of Evidence of Compliance. 11.5.1 Evidence of compliance required by section 11.4 shall consist of: (a) an Officer’s Certificate that the conditions precedent referred to in such Officer’s Certificate have been complied with in accordance with the terms of this Indenture; (b) in the case of compliance with conditions precedent, such Opinion of Counsel to the Company that such conditions precedent have been complied with in accordance with the terms of this Indenture; and (c) in the case of conditions precedent compliance with which are subject to the review or examination by auditors or appraisers, an opinion or report of a chartered accountant or appraiser, as the case may be, approved by the Indenture Trustee acting reasonably, that such conditions precedent have been complied with in accordance with the terms of this Indenture. 11.5.2 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (which for greater certainty is acknowledged not to include any conditions or covenants waived by the Holders pursuant to this Indenture) shall include, in substance: (a) a statement substantially to the effect 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 substantially to the effect 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: Indenture (Golden Star Resources LTD), Indenture (Golden Star Resources LTD)
Contents of Evidence of Compliance. 11.5.1 Evidence of compliance required by section 11.4 13.4 shall consist of:
(a) an Officer’s Certificate certifying that the conditions precedent referred to in such Officer’s Certificate have been complied with in accordance with the terms of this Indenture;
(b) in the case of conditions precedent compliance with conditions precedentwhich are, such pursuant to this Indenture, made subject to review or examination by Counsel, an Opinion of Counsel to the Company Issuer that such conditions precedent have been complied with in accordance with the terms of this Indenture; and
(c) in the case of conditions precedent compliance with which are subject to the review or examination by auditors or appraisers, an opinion or report of a chartered accountant or appraiser, as the case may be, approved by the Indenture Trustee acting reasonably, that such conditions precedent have been complied with in accordance with the terms of this Indenture.
11.5.2 Every certificate or opinion . Each Officer’s Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (which for greater certainty is acknowledged not to include any conditions or covenants waived by the Holders pursuant to this Indenture) shall include, in substance:
(ai) a statement substantially to that the effect that each individual signing Person making such certificate or opinion has read such covenant or condition and the definitions herein relating theretocondition;
(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 substantially to the effect that, in the opinion of each such individualPerson, 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
(div) a statement as to whetherwhether or not, in the opinion of each such individualPerson, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.
Appears in 2 contracts
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can), Indenture (Fairfax Financial Holdings LTD/ Can)
Contents of Evidence of Compliance. 11.5.1 Evidence of compliance required by section 11.4 13.4 shall consist of:
(a) an Officer’s Certificate certifying that the conditions precedent referred to in such Officer’s Certificate have been complied with in accordance with the terms of this Indenture;
(b) in the case of conditions precedent compliance with conditions precedentwhich are, such pursuant to this Indenture, made subject to review or examination by Counsel, an Opinion of Counsel to the Company Issuer that such conditions precedent have been complied with in accordance with the terms of this Indenture; and
(c) in the case of conditions precedent compliance with which are subject to the review or examination by auditors or appraisers, an opinion or report of a chartered accountant or appraiser, as the case may be, approved by the Indenture Trustee acting reasonably, that such conditions precedent have been complied with in accordance with the terms of this Indenture.
11.5.2 Every certificate or opinion . Each Officers’ Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (which for greater certainty is acknowledged not to include any conditions or covenants waived by the Holders pursuant to this Indenture) shall include, in substance:
(ai) a statement substantially to that the effect that each individual signing person making such certificate or opinion has read such covenant or condition and the definitions herein relating theretocondition;
(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 substantially to the effect that, in the opinion of each such individualperson, 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
(div) a statement as to whetherwhether or not, in the opinion of each such individualperson, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
Contents of Evidence of Compliance. 11.5.1 Evidence of compliance required by section 11.4 14.4 shall consist of:
(a) an Officer’s Certificate certifying that the conditions precedent referred to in such Officer’s Certificate have been complied with in accordance with the terms of this Indenture;
(b) in the case of conditions precedent compliance with conditions precedentwhich are, such pursuant to this Indenture, made subject to review or examination by Counsel, an Opinion of Counsel to the Company Issuer that such conditions precedent have been complied with in accordance with the terms of this Indenture; and
(c) in the case of conditions precedent compliance with which are subject to the review or examination by auditors or appraisers, an opinion or report of a chartered accountant or appraiser, as the case may be, approved by the Indenture Trustee acting reasonably, that such conditions precedent have been complied with in accordance with the terms of this Indenture.
11.5.2 Every certificate or opinion . Each Officers’ Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (which for greater certainty is acknowledged not to include any conditions or covenants waived by the Holders pursuant to this Indenture) shall include, in substance:
(ai) a statement substantially to that the effect that each individual signing person making such certificate or opinion has read such covenant or condition and the definitions herein relating theretocondition;
(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 substantially to the effect that, in the opinion of each such individualperson, 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
(div) a statement as to whetherwhether or not, in the opinion of each such individualperson, such condition or covenant has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.
Appears in 1 contract
Samples: Indenture