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. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence, and each stating, that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with, and is authorized or permitted by, the provisions of this Indenture and with such Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease in accordance with Section 11.01 where the Company is not the Successor Company shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel each stating and as conclusive evidence, and each stating, evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with, and is authorized or permitted by, with the provisions of this Indenture Article 11, and with such in the case of the Opinion of Counsel stating Counsel, that the such supplemental indenture is the valid legal, valid, binding and binding enforceable obligation of the Successor Companysuch successor company, subject to customary bankruptcy exceptions and qualificationsfor opinions of this type.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Officers’ Certificate and an Opinion of Counsel as conclusive evidence, and each stating, evidence that any such consolidation, merger, sale, conveyance, transfer or lease lease, as the case may be, and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with, and is authorized or permitted by, comply with the provisions of this Indenture Article 11, and with such which Opinion of Counsel stating shall state that the Notes and such supplemental indenture is the are valid and binding obligation obligations of the Successor Company, subject to customary exceptions and qualifications.