Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 6 contracts
Samples: Indenture (PNM Resources Inc), Indenture (PNM Resources Inc), Indenture (Duke Energy CORP)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or and willful misconduct on the part of the Trustee Trustee, as determined by a final, non-appealable decision judgment of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or and willful misconduct on the part of the Trustee Trustee, as determined by a final, non-appealable decision judgment of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 5 contracts
Samples: Indenture (Avaya Holdings Corp.), Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Indenture (Uniti Group Inc.)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever Whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or negligence, willful misconduct and bad faith (in each case, as determined by a final order of a court of competent jurisdiction not subject to further appeal) on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or negligence, willful misconduct and bad faith on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 5 contracts
Samples: Indenture (Northern Star Acquisition Corp.), Purecycle Technologies (Roth CH Acquisition I Co. Parent Corp.), Security Agreement (Bloom Energy Corp)
Officer’s Certificate as Evidence. Except as otherwise provided in Section Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or and willful misconduct on the part of the Trustee Trustee, as determined by a final, non-appealable decision judgment of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or and willful misconduct on the part of the Trustee Trustee, as determined by a final, non-appealable decision judgment of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 4 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee (as determined by in a final, final and non-appealable decision of by a court of competent jurisdiction), be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee (as determined by in a final, final and non-appealable decision of by a court of competent jurisdiction), shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 3 contracts
Samples: Exchange and Investment Agreement (Nikola Corp), Nikola Corp, Nikola Corp
Officer’s Certificate as Evidence. Except as otherwise provided in Section Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 3 contracts
Samples: Indenture (Pinnacle West Capital Corp), Indenture (CMS Energy Corp), Merit Medical Systems Inc
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee as determined by a final, court of competent jurisdiction in a final and non-appealable decision of a court of competent jurisdictiondecision, be deemed to be conclusively proved and established by an Officer’s Officers’ Certificate delivered to the Trustee, and such Officer’s Officers’ Certificate, in the absence of gross negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee as determined by a final, court of competent jurisdiction in a final and non-appealable decision of a court of competent jurisdictiondecision, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 3 contracts
Samples: Indenture (Liberty Media Corp), Qiagen Nv, Qiagen Nv
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 2 contracts
Samples: Indenture (Expedia Group, Inc.), Indenture (Cantel Medical Corp)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision final order of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision final order of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 2 contracts
Samples: Indenture (Gamida Cell Ltd.), Indenture (Sunnova Energy International Inc.)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or negligence, willful misconduct and fraud on the part of the Trustee Trustee, as determined by a final, non-appealable decision judgment of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or negligence, willful misconduct and fraud on the part of the Trustee Trustee, as determined by a final, non-appealable decision judgment of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 2 contracts
Samples: Indenture (Galaxy Digital Holdings Ltd.), Indenture (Galaxy Digital Inc.)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee Trustee, as determined by a final, non-appealable decision order of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Officers’ Certificate delivered to the Trustee, and such Officer’s Officers’ Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee Trustee, as determined by a final, non-appealable decision order of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 2 contracts
Samples: Indenture (RumbleON, Inc.), Indenture (RumbleON, Inc.)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Securities Administrator or the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee Securities Administrator or the Trustee, as determined by a final, non-appealable decision of a court of competent jurisdictionapplicable, be deemed to be conclusively proved and established by an Officer’s Officers’ Certificate delivered to the Securities Administrator or the Trustee, as applicable, and such Officer’s Officers’ Certificate, in the absence of gross negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee Securities Administrator or the Trustee, as determined by a final, non-appealable decision of a court of competent jurisdictionapplicable, shall be full warrant to the Trustee it for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract
Samples: BlackRock Kelso Capital CORP
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee Trustee, as determined by a final, non-appealable decision final order of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract
Samples: Cyan Inc
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision final order of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Officers’ Certificate delivered to the Trustee, and such Officer’s Officers’ Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision final order of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract
Samples: Indenture (Acorda Therapeutics Inc)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence negligence, fraud or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence negligence, fraud or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract
Samples: Meritage Homes CORP
Officer’s Certificate as Evidence. Except as otherwise provided in Section Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct misconduct, as adjudicated by a court of competent jurisdiction on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct as adjudicated by a court of competent jurisdiction on the part of the Trustee as determined by a final, non-appealable decision of a court of competent jurisdictionTrustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract
Samples: Indenture (BLACKBERRY LTD)
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or and willful misconduct on the part of the Trustee as determined by a final, court of competent jurisdiction by a final and non-appealable decision of a court of competent jurisdictionjudgment, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or and willful misconduct on the part of the Trustee as determined by a final, court of competent jurisdiction by a final and non-appealable decision of a court of competent jurisdictionjudgment, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract
Samples: Xerox Corp
Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee as determined by a final, non-appealable decision final order of a court of competent jurisdiction, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or negligence, willful misconduct and bad faith on the part of the Trustee as determined by a final, non-appealable decision final order of a court of competent jurisdiction, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.
Appears in 1 contract