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

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease, transfer, conveyance or other disposition permitted under Section 7.01 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer, conveyance or other disposition complies with the provisions of this Article. Such opinion of counsel shall state that any supplemental indenture executed and delivered by a successor Person pursuant to this Article 7 constitutes the legal, valid and binding obligation of such successor Person, subject to customary and appropriate exceptions.

Appears in 3 contracts

Samples: Indenture (Transwitch Corp /De), Indenture (Transwitch Corp /De), Indenture (Transwitch Corp /De)

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Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease, transfer, conveyance or other disposition permitted under Section 7.01 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer, conveyance or other disposition complies with the provisions of this Article. Such opinion of counsel shall state that any supplemental indenture executed and delivered by a successor Person pursuant to this Article 7 constitutes the legal, valid and binding obligation of such successor Person, subject to customary and appropriate exceptions.

Appears in 2 contracts

Samples: Indenture (Interliant Inc), Indenture (Interliant Inc)

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease, transfer, conveyance or other disposition permitted under Section 7.01 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer, conveyance or other disposition complies with the provisions of this Article. Such opinion of counsel shall state that any supplemental indenture executed and delivered by a successor Person pursuant to this Article 7 constitutes the legal, valid and binding obligation of such successor Person, subject to customary and appropriate exceptions.

Appears in 2 contracts

Samples: Indenture (Transwitch Corp /De), Indenture (Transwitch Corp /De)

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease, transfer, conveyance or other disposition permitted under Section 7.01 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer, conveyance or other disposition complies with the provisions of this Article. Such opinion of counsel shall state that any supplemental indenture executed and delivered by a successor Person pursuant to this Article 7 constitutes the legal, valid and binding obligation of such successor Person, subject to customary and appropriate exceptions.

Appears in 1 contract

Samples: Indenture (Transwitch Corp /De)

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Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease, transfer, conveyance or other disposition permitted under Section 7.01 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer, transfer or conveyance or other disposition disposition, complies with the provisions of this Article. Such opinion of counsel shall state that any supplemental indenture executed Article and delivered by a successor Person pursuant to this Article 7 constitutes the legal, valid and binding obligation of such the successor Person, subject to customary and appropriate enforceability exceptions.

Appears in 1 contract

Samples: Indenture (Triquint Semiconductor Inc)

Officers' Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease, transfer, conveyance or other disposition permitted under Section 7.01 is also subject to the condition that the Trustee ---- receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease, transfer, conveyance or other disposition complies with the provisions of this Article. Such opinion of counsel shall state that any supplemental indenture executed and delivered by a successor Person pursuant to this Article 7 constitutes the legal, valid and - binding obligation of such successor Person, subject to customary and appropriate exceptions.

Appears in 1 contract

Samples: Indenture (Transwitch Corp /De)

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