Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person making such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 2 contracts
Samples: Indenture (Savient Pharmaceuticals Inc), Indenture (Savient Pharmaceuticals Inc)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, other than in connection with the actions referred to in Section 2.04, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Officer’s Certificate or and Opinion of Counsel provided for, for by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person making such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 2 contracts
Samples: Indenture (Horizon Lines, Inc.), Indenture (Horizon Lines, Inc.)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Officer’s Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Meritor Inc)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.084.09) shall include (a) a statement that the Person person making such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (NIO Inc.)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by shall furnish to the Trustee, furnish to at the Trustee request of the Trustee, an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
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Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Officer’s Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section Section 4.08) shall include (a) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the CompanyIndenture and that all conditions precedent thereto have been complied with.
Appears in 1 contract
Samples: Investment Agreement (Splunk Inc)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such all conditions precedent provided for in this Indenture relating to the proposed action is permitted by the terms of this Indenturehave been complied with. Each Officers’ Officer’s Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the Person making person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the CompanyIndenture and that all conditions precedent thereto have been complied with.
Appears in 1 contract
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person making signing such certificate is familiar with the requested action and this Indenture; (ba) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (ca) a statement that, in the judgment of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (da) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Zynga Inc)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person making such certificate or opinion is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Officer’s Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the Person making signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Groupon, Inc.)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section Section 4.08) shall include (a) a statement that the Person making signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such personPerson, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Person, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Zynga Inc)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person person making such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Molina Healthcare Inc)
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, shall furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture. Each Officers’ Certificate or and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include (a) a statement that the Person making person signing such certificate or opinion, as the case may be, is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate or opinion is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such Personperson, such action is permitted by this Indenture. In connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, an Opinion of Counsel at the expense of the Company.
Appears in 1 contract
Samples: Indenture (Cowen Group, Inc.)