Opinion of Counsel and Officer’s Certificate. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.04(b), as a condition to such action, an Opinion of Counsel stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.
Opinion of Counsel and Officer’s Certificate. Concurrently with the execution and delivery of this Supplemental Indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that the execution of the Supplemental Indenture is authorized or permitted by the Indenture and that all conditions precedent to the execution of such supplemental indenture have been fulfilled.
Opinion of Counsel and Officer’s Certificate. The Fiscal and Paying Agent may at any time request and shall be protected in acting upon the advice or opinion of its counsel (which shall not include in-house counsel) or an Officers’ Certificate concerning its duties hereunder, and shall be free to act in good faith upon such advice, opinion or certificate, and shall be relieved of any liability under this Agreement in so acting.
Opinion of Counsel and Officer’s Certificate. The Trustee, subject to the provisions of Section 7.01, shall receive, and shall be fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.
Opinion of Counsel and Officer’s Certificate. The Trustee and Collateral Agent shall have received an Opinion of Counsel and an Officers’ Certificate (each term as defined in the Indenture) in accordance with Section 9.07 of the Indenture.
Opinion of Counsel and Officer’s Certificate. In connection with the execution of this Supplemental Indenture, the Trustee shall receive, and shall conclusively rely on in executing this Supplemental Indenture, an Officer’s Certificate and Opinion of Counsel stating whether, in the opinion of such individual, all conditions precedent are satisfied with respect to this Supplemental Indenture. The Trustee shall also receive, and be entitled to rely upon, an Opinion of Counsel that this Supplemental Indenture is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, subject to any conditions specified in such Opinion of Counsel.
Opinion of Counsel and Officer’s Certificate. To Be Given to Trustee 54 Article 12 Immunity of Incorporators, Stockholders, Officers and Directors Section 12.01 . Indenture, Notes and Guarantees Solely Corporate Obligations 55 Article 13 Guarantee Section 13.01 . Guarantee 55 Section 13.02 . Execution and Delivery 57 Section 13.03 . Release of Guarantees 57 Section 13.04 . Limitation on Guarantor Liability 58 Section 13.05 . Subrogation 58 Section 13.06 . Benefits Acknowledged 59 Section 13.07 . [Reserved] 59 Section 13.08 . “Trustee” to Include Paying Agent 59 Article 14 Exchange of Notes Section 14.01 . Exchange Privilege 59
Opinion of Counsel and Officer’s Certificate. This Third Supplemental Indenture shall be accompanied by an opinion of counsel, McAfee & Taft A Professional Corporation, and an officer's certxxxxate to the effect that the Third Supplemental Indenture has been duly authorized and executed, and constitutes the legal, valid, binding and enforceable obligation of the Company and the Subsidiary Guarantors.
Opinion of Counsel and Officer’s Certificate. To Be Given to Trustee 57 Article 12 Immunity of Incorporators, Shareholders, Officers and Directors Section 12.01. Indenture, Notes and Guarantee Solely Corporate Obligations 58 Article 13 Guarantee Section 13.01. Guarantee 58 Section 13.02. Execution and Delivery 60 Section 13.03. Release of the Guarantee 60 Section 13.04. Limitation on Guarantor Liability 60 Section 13.05. Subrogation 61 Section 13.06. Benefits Acknowledged 61 Section 13.07. “Trustee” to Include Paying Agent 61 Article 14 Exchange of Notes Section 14.01. Exchange Privilege 61 Section 14.02. Exchange Procedure; Settlement Upon Exchange 62
