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

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenture, comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption of the Company's obligations under this Indenture by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 Sections 901 and 902 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINETEN SUPPLEMENTAL INDENTURES

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 8.01 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive from the Company with respect to Section 801 an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenture, comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Officer's Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyancelease, assignmenttransfer, transfer conveyance or lease other dispositions permitted under Section 801 8.1 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, transfer or conveyance or other dispositions and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 8.01 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate or Guarantor’s Officers’ Certificate, as applicable, and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment transfer or lease, lease and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyancelease, assignmenttransfer, transfer conveyance or lease other dispositions permitted under Section 801 8.01 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, transfer or conveyance or other dispositions and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any -------------------------------------------- consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any -------------------------------------------- consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 8.01 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate of the Company and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyancelease, assignmenttransfer, transfer conveyance or lease other dispositions permitted under Section 801 8.1 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, transfer or conveyance or other dispositions and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any -------------------------------------------- consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINENINE - SUPPLEMENTAL INDENTURES-

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption of the Issuer's obligation under this Indenture by any successor Person and any such (through a supplemental indentureindenture hereto in accordance with Section 901), comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenture, comply with of the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINEIssuer's

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 56 63 ARTICLE NINENINE - SUPPLEMENTAL INDENTURES

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenture, comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 67 77 ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any -------------------------------------------- consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect Counsel, each complying with Section 102 and stating that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply with is authorized or permitted by the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignmentlease, transfer or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignmentlease, transfer or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 801(a) is also subject to the condition that the Trustee shall have received receive from the Company or the Guarantor, as applicable, with respect to Section 801(a) an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 8.01 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment transfer or lease, lease and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyancelease, assignmenttransfer, transfer conveyance or lease other dispositions permitted under Section 801 7.01 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, transfer or conveyance or other dispositions and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyancelease, assignmenttransfer, transfer conveyance or lease other disposition permitted under Section 801 7.01 is also subject to the condition that the Trustee shall have received ---- receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyancelease, transfer, assignment conveyance or lease, and the assumption by any successor Person and any such supplemental indenture, comply other disposition complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINEArticle.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenture, comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 62 69 ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any -------------------------------------------- consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indentureentity, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 65 ARTICLE NINENINE - SUPPLEMENTAL INDENTURES

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that 58 66 any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE.

Officers' Certificate and Opinion of Counsel. Any -------------------------------------------- consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' ’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment transfer or lease, lease and the assumption by any successor Person and any such supplemental indenturePerson, comply complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE(NY) 18002/046/INDENTURE/indenture.doc

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, conveyance, assignment, transfer lease or lease conveyance permitted under Section 801 is also subject to the condition that the Trustee shall have received receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, transfer, assignment or lease, and the assumption by any successor Person and any such supplemental indenturecorporation, comply complies with the provisions of this Article and if a Supplemental Indenture is required in connection with such transaction, Article Nine, and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE