Common use of Officer’s Certificate and Opinion of Counsel to Be Given to Trustee Clause in Contracts

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition pursuant to Section 9.01, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of connection with any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease or (other disposition than in which the Company is the surviving entity) pursuant to Section 9.01this Article 11, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating as conclusive evidence that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this IndentureArticle 11.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition pursuant to Section 9.01, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this IndentureIndenture and an Opinion of Counsel stating that any such supplemental indenture is the valid, binding and enforceable obligation of the Successor Company.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidationamalgamation, merger, binding share exchange, sale, assignmentconsolidation, conveyance, transfer, transfer or lease or other disposition pursuant to Section 9.01, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating that any such amalgamation, consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition pursuant to Section 9.01, the Company shall deliver to the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease all or other disposition substantially all of its properties and assets pursuant to Section 9.0110.01, the Company shall deliver to the Trustee shall receive an Officer’s Officers' Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of connection with any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease or (other disposition than in which the Company is the surviving entity) pursuant to Section 9.01this Article 11, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating as conclusive evidence that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease or other disposition and any such assumption and, if a Section 11.04. supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this IndentureArticle 11.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, transfer or lease all or other disposition substantially all of its properties and assets pursuant to Section 9.0110.01, the Company shall deliver to the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.