Officer’s Certificates and Opinions of Counsel Sample Clauses

Officer’s Certificates and Opinions of Counsel. Statements to Be Contained Therein. Upon any application or demand by the Lessee or the Owner Trustee to the Indenture Trustee to take any action under any of the provisions of this Indenture, the Lessee or the Owner Trustee, as the case may be, shall furnish to the Indenture Trustee upon request (a) an Officer's Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and that the proposed action is in conformity with the requirements of this Indenture, and (b) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Any certificate, statement or opinion of an officer of SSB may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Lessee or SSB, upon the certificate, statement or opinion of or representations by an officer or officers of the Lessee or SSB, as the case may be, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an officer of the Lessee or SSB or of counsel thereto may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants employed by the Lessee or the Owner Trustee, as the case may be, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opi...

Officer’s Certificates and Opinions of Counsel. Upon any application or request by the Company or any Subsidiary Guarantor to the Trustee to take any action under any provision of this Indenture, the Company and/or such Subsidiary Guarantor, as appropriate, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company or a Subsidiary Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Officer’s Certificates and Opinions of Counsel. STATEMENTS TO BE CONTAINED THEREIN: upon any application, demand or request by the Current Issuer to the Note Trustee to take any action under any of the provisions of these presents (other than the issuance of Current Issuer Notes) and upon request of the Note Trustee, furnish to the Note Trustee an officers' certificate and opinion of counsel complying with the provisions of Section 314 of the Trust Indenture Act (an "OFFICERS' CERTIFICATE" and "OPINION OF COUNSEL", respectively);

Officer’s Certificates and Opinions of Counsel. Upon any request or application by any Guarantor to the Trustee to take any action under this Indenture, the Trustee will be entitled to receive an Officer’s Certificate and an Opinion of Counsel pursuant to Section 12.02 with the same effect as if each reference to the Company in Section 12.02 or in the definitions of “Officer,” “Officer’s Certificate” or “Opinion of Counsel” were instead a reference to such Guarantor.

Officer’s Certificates and Opinions of Counsel. Statements to be Contained Therein 60 Section 12.06. Payments Due on Saturdays, Sundays or Holidays 61 Section 12.07. Conflict of Any Provision of Indenture With Trust Indenture Act 61 Section 12.08. New York Law to Govern 61 Section 12.09. Counterparts 61 Section 12.10. Effect of Headings 62 Section 12.11. Securities in a Non-U.S. Currency 62 Section 12.12. Submission to Jurisdiction 62 Section 12.13. Judgment Currency 63

Officer’s Certificates and Opinions of Counsel. Statements to be Contained Therein 38 Section 10.06. Conflict of any Provision of Indenture with Trust Indenture Act 38 Section 10.07. New York Law to Govern 38 Section 10.08. Counterparts 38 Section 10.09. Effect of Headings 38 Section 10.10. Submission To Jurisdiction 39 Section 10.11. Non-Business Day 39 Section 10.12. Waiver of Jury Trial 39 Section 10.13. Patriot Act 39

Officer’s Certificates and Opinions of Counsel. STATEMENTS TO BE CONTAINED THEREIN: Upon any application, demand or request by the Issuer to the Note Trustee to take any action under any of the provisions of this Trust Deed (other than the issuance of Notes) and upon request of the Note Trustee, the Issuer shall furnish to the Note Trustee an Officers' Certificate and Opinion of Counsel complying with the provisions of Section 314 (e) of the TIA. Each certificate or opinion provided for in this Trust Deed and delivered to the Note Trustee with respect to compliance with a condition or covenant provided for in this Trust Deed shall include the items required by Section 314(e) of the TIA;

Officer’s Certificates and Opinions of Counsel. Statements to be Contained Therein 66 Section 11.06. Payments Due on Saturdays, Sundays and Holidays 67 Section 11.07. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939 67 Section 11.08. New York Law to Govern 67 Section 11.09. Counterparts 67 Section 11.10. Effect of Headings 67 Section 11.11. Securities in a Foreign Currency 67 Section 11.12. Judgment Currency 68 Section 11.13. Waiver of Jury Trial 68 Section 11.14. Force Majeure 69 Section 12.01. Applicability of Article 69

Officer’s Certificates and Opinions of Counsel. (a) Except as otherwise expressly provided in this Indenture, upon any application or request by the Partnership to the Trustee that the Trustee take any action under any provision of this Indenture, the Partnership shall furnish to the Trustee (i) an Officer's Certificate stating that all conditions precedent (if any) provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (if any) have been complied with; provided, however, that, in the case of any particular application or request as to which the furnishing of documents, certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each Authorized Representative signing such certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such Authorized Representative, such examination or investigation has been made as is necessary to enable each such individual to express an informed opinion as to whether such covenant or condition has been complied with; (iv) a statement as to whether, in the opinion of each such Authorized Representative, such condition or covenant has been complied with; and (v) in the case of an Officer's Certificate of the Partnership, a statement that no Default or Event of Default has occurred and is continuing (unless such Officer's Certificate relates to a Default or Event of Default).

Officer’s Certificates and Opinions of Counsel. (a) Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of certain documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture (other than the certificate provided pursuant to Section 5.03(d) of this Indenture) shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.