Common use of Officers' Certificate and Opinion of Counsel Clause in Contracts

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 11 contracts

Samples: Indenture (Unova Inc), Indenture (Owens Corning), Indenture (Sabre Holdings Corp)

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Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 9 contracts

Samples: Annual Report, Indenture (Comdisco Inc), Subordinated Indenture (Vec Trust Ii)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.01, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 6 contracts

Samples: Subordinated Indenture (Black Beauty Coal Co), Indenture (Kerr McGee Corp /De), Senior Indenture (Black Beauty Coal Co)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 6 contracts

Samples: Indenture (Gatx Financial Corp), Subordinated Indenture (Gatx Financial Corp), Indenture (Gatx Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 5 contracts

Samples: Indenture (Ambac Financial Group Inc), Indenture (Ambac Financial Group Inc), Indenture (Tenneco Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, Trustee shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 5 contracts

Samples: Indenture (Level 3 Communications Inc), Indenture (Worldcom Inc /Ga/), Indenture (Pep Boys Manny Moe & Jack)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 Section 6.1 and 603Section 6.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 4 contracts

Samples: Indenture (UAG Chantilly AU, LLC), Indenture (Penske Automotive Group, Inc.), Indenture (United Nissan Inc / Tn)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 4 contracts

Samples: Indenture (Sabre Holding Corp), Indenture (Integrated Circuit Systems Inc), Indenture (Monsanto Co /New/)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.02, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Samples: Indenture (Ford Motor Co), Indenture (Ford Motor Co), Indenture (Ford Motor Co)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.02, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Samples: Indenture (Ford Motor Co), Indenture (Ford Motor Co), Indenture (Mpower Holding Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, -------------------------------------------- Trustee shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 3 contracts

Samples: Indenture (Worldcom Inc /Ga/), Indenture (Level 3 Communications Inc), Indenture (Level 3 Communications Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor corporation, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 3 contracts

Samples: Subordinated Indenture (Onb Capital Trust Vi), Indenture (Old National Bancorp /In/), Indenture (Onb Capital Trust Vi)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINENINE Supplemental Indentures

Appears in 3 contracts

Samples: Indenture (Monsanto Co), Indenture (Gap Inc), Indenture (Monsanto Co)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 3 contracts

Samples: Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and conclusively rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 3 contracts

Samples: Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.01, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Samples: Subordinated Indenture (Peabody Energy Corp), Subordinated Indenture (Cottonwood Land Co), Indenture (Peabody Energy Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 2 contracts

Samples: Indenture (Owens Corning Capital Ii), Indenture (Owens Corning)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Samples: Subordinated Indenture (Valero Energy Corp/Tx), Indenture (Valero Energy Corp/Tx)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Samples: Indenture (Gap Inc), Indenture (Gap Inc)

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Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Indenture (Syngenta Finance N.V.)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or leaseother disposition, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Indenture (United States Filter Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEArticle Nine Supplemental Indentures

Appears in 1 contract

Samples: Supplemental Indenture (Merrill Lynch & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor corporation, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE<PAGE> 62

Appears in 1 contract

Samples: Indenture (American General Finance Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 1 contract

Samples: Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.03, shall may receive an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, if required, as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Indenture (Chrysler Group LLC)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Indenture (Anixter International Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 ‎6.01 and 603‎6.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Indenture (Syngenta Ag)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and conclusively rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this ArticleVIII. ARTICLE NINEARTICLE

Appears in 1 contract

Samples: Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive be provided an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Indenture (Ford Motor Credit Co LLC)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.03, shall may receive an Officers' Officer's Certificate and an Opinion of Counsel Counsel, if required, as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Settlement Agreement

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 601, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Indenture (Health Care Property Investors Inc)

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