Common use of Opinion of Counsel to Trustee Clause in Contracts

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 38 contracts

Samples: Senior Indenture (Teva Pharmaceutical Industries LTD), Senior Indenture (Teva Pharmaceutical Industries LTD), Subordinated Indenture (Teva Pharmaceutical Finance Co B.V.)

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Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.03 complies with the applicable provisions of this Indenture.

Appears in 17 contracts

Samples: Indenture (Lyondell Refining LP, LLC), Indenture (Lyondell Houston Refinery Inc.), Indenture (Lyondell Chemical Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 11 contracts

Samples: Indenture (Kellanova), Indenture (Joy Global Inc), Indenture (Wellpoint Health Networks Inc /Ca/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 10 contracts

Samples: Indenture (Home Depot Inc), Indenture (Zd Inc), Indenture (Usec Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 10 contracts

Samples: Indenture (Murphy Oil Corp /De), Senior Indenture (Abn Amro Bank Nv), Indenture (Murphy Oil Corp /De)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0514.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such supplemental indenture, or any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 7 contracts

Samples: Indenture (MidWestOne Financial Group, Inc.), Indenture (Alerus Financial Corp), Indenture (MidWestOne Financial Group, Inc.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, Counsel prepared in accordance with Section 10.05, 11.5 as conclusive evidence that any such consolidation, merger, sale, lease transfer, lease, disposition or conveyance, and any such assumption, and any such liquidation or dissolution, dissolution complies with the applicable provisions of this Indenture.

Appears in 7 contracts

Samples: Senior Indenture (Freeport McMoran Copper & Gold Inc), Subordinated Indenture (McMoran Exploration Co /De/), Subordinated Indenture (Freeport McMoran Copper & Gold Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0510.06, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 7 contracts

Samples: Indenture (GasLog Partners LP), Indenture (GasLog Partners LP), Indenture (GasLog Ltd.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 6 contracts

Samples: Perpetual Subordinated Indenture (Mizuho Financial Group Inc), Subordinated Indenture (Mizuho Financial Group Inc), Senior Debt Indenture (Nomura Holdings Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease transfer, lease, conveyance or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 6 contracts

Samples: Indenture (Axsome Therapeutics, Inc.), Indenture (Axsome Therapeutics, Inc.), Indenture (Valeritas Holdings Inc.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 6 contracts

Samples: Indenture (Home Depot Inc), Indenture (Thomas Properties Group Inc), Indenture (Dendreon Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 6 contracts

Samples: Indenture (Southwestern Energy Co), Indenture (A.W. Realty Company, LLC), Indenture (Southwestern Energy Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 6 contracts

Samples: Indenture (Whirlpool Corp /De/), Indenture (Whirlpool Emea Finance S.A R.L.), Indenture (Whirlpool Corp /De/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.04, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 4 contracts

Samples: Indenture (Ethan Allen Interiors Inc), Indenture (RJR Acquisition Corp), Indenture (Reynolds R J Tobacco Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 4 contracts

Samples: Senior Indenture (Orix Corp), Senior Indenture (Orix Corp), Senior Indenture (Orix Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0510.04, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, release and discharge complies with the applicable provisions of this Indenture.

Appears in 4 contracts

Samples: Indenture (At&t Capital Corp /De/), Indenture (At&t Capital Corp /De/), Indenture (At&t Capital Corp /De/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 4 contracts

Samples: Trust Indenture (Financial Security Assurance Holdings LTD/Ny/), Trust Indenture (Financial Security Assurance Holdings LTD/Ny/), Subordinated Indenture (Financial Security Assurance Holdings LTD/Ny/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0515.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 3 contracts

Samples: Indenture (Viatel Inc), Indenture (McKesson Corp), Indenture (Capital Trust)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion opinion of Counsel, prepared in accordance with Section 10.051.03, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement. * * * * * This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

Appears in 3 contracts

Samples: Contingent Payment Rights Agreement (Fusion Systems Corp), Merger Agreement (Eaton Corp), Contingent Payment Rights Agreement (Fusion Systems Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 3 contracts

Samples: Indenture (Dendreon Corp), Indenture (Best Buy Co Inc), Indenture (Lexmark International Inc /Ky/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 3 contracts

Samples: Indenture (Irvine Apartment Communities L P), Subordinated Indenture (Tyco International LTD /Ber/), Indenture (Tyco International LTD /Ber/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.01 and 5.026.02, shall receive may rely on an Opinion of Counsel, prepared in accordance with Section 10.05Counsel and an Officers' Certificate, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 3 contracts

Samples: Indenture (Corporate Realty Consultants Inc), Indenture (Corporate Realty Consultants Inc), Indenture (Corporate Realty Consultants Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion of Counsel, prepared in accordance with Section 10.051.03, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement. * * * * * This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.

Appears in 2 contracts

Samples: Contingent Payment Rights Agreement (Fusion Systems Corp), Contingent Payment Rights Agreement (Fusion Systems Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.. 108 114

Appears in 2 contracts

Samples: Indenture (Williams Communications Group Inc), Indenture (Williams Communications Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 7.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer, lease or conveyanceother disposition, and any such assumption, and any such liquidation or dissolution, complies comply with the applicable provisions of this IndentureArticle Ten.

Appears in 2 contracts

Samples: Indenture (Spectra Energy Corp.), Indenture (Spectra Energy Partners, LP)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Ford Motor Co Capital Trust I), Indenture (Ford Motor Co Capital Trust I)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.03 complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel (subject to customary exceptions and qualifications) as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.02 complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0513.05, as conclusive evidence that any such consolidation, merger, saleconveyance, lease sale or conveyancelease, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Giant Industries Inc), Indenture (Giant Industries Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive be provided an Opinion of CounselCounsel and an Officer's Certificate, prepared in accordance with Section 10.0513.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Universal Health Services Inc), Indenture (Universal Health Services Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Air Products & Chemicals Inc /De/), Indenture (Air Products & Chemicals Inc /De/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 ‎6.01 and 5.02‎‎6.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease conveyance or conveyancetransfer, and any such assumption, and any such liquidation or dissolution, dissolution complies with the applicable provisions of this Indenture‎‎Article 9.

Appears in 2 contracts

Samples: Warrant Indenture (JPMorgan Chase Financial Co. LLC), Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (JPMorgan Chase Financial Co. LLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 602, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05102, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture Agreement (Cooper Offshore Holdings S.a.r.l.), Indenture (Eaton Corp PLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0510.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Cone Mills Corp), Indenture (Cone Mills Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Perpetual Subordinated Indenture.

Appears in 2 contracts

Samples: Perpetual Subordinated Indenture (Mitsubishi Ufj Financial Group Inc), Perpetual Subordinated Indenture (Mitsubishi Ufj Financial Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0510.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any 64 such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Cardinal Health Inc), Indenture (Cardinal Health Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0510.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Becton Dickinson & Co), Indenture (Cardinal Health Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, assumption complies with the applicable provisions of this IndentureArticle Nine.

Appears in 2 contracts

Samples: Indenture (J P Morgan Chase & Co), Indenture (J P Morgan Chase & Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.025.05, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease conveyance, lease, transfer or conveyanceother disposition, and any such assumptionsuccession, substitution and any such liquidation or dissolution, assumption complies with the applicable provisions of this the Indenture; provided that no such Opinion of Counsel shall be required to be delivered to the Trustee in connection with any consolidation, combination or merger where the Company is the Surviving Entity.

Appears in 2 contracts

Samples: Indenture (Palo Alto Networks Inc), Indenture (Palo Alto Networks Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 ‎5.01 and 5.02‎5.05, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05this ‎Section 8.01 and ‎Section 11.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease conveyance, lease, transfer or conveyanceother disposition, and any such assumptionsuccession, substitution and any such liquidation or dissolution, assumption complies with the applicable provisions of this the Indenture.

Appears in 2 contracts

Samples: Indenture (Trinet Group, Inc.), Indenture (Trinet Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of CounselCounsel and an Officers' Certificate, prepared in accordance with Section 10.0511.05, as conclusive evidence to the effect that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture, and such opinion will be conclusive evidence of such compliance.

Appears in 2 contracts

Samples: Indenture (Science Applications International Corp), Indenture (Science Applications International Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.. ARTICLE TEN

Appears in 2 contracts

Samples: Indenture (General Mills Inc), Indenture (General Mills Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0513.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Emerson Electric Co), Indenture (Emerson Electric Co)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Officers’ Certificate and an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolutiondissolution and such supplemental indenture, complies with the applicable provisions of this IndentureArticle 8 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Appears in 2 contracts

Samples: Indenture (Smith & Nephew PLC), Indenture (Smith & Nephew PLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition referred to in Section 5.01 complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Viasystems Group Inc), Indenture (Thermadyne MFG LLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 2 contracts

Samples: Indenture (Williams Communications Group Inc), Indenture (Williams Communications Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 501 and 5.02502, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Vencor Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 5.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such amalgamation, reconstruction, consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Astrazeneca PLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0515.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such supplemental indenture, or any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (First Busey Corp /Nv/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall receive an Officers’ Certificate and an Opinion of Counsel, prepared in accordance with Section 10.0512.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Barnes Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject Trustee is entitled to the provisions of Sections 5.01 receive and 5.02, shall receive conclusively rely on an Opinion of Counsel, prepared in accordance with Section 10.0512.5, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Enhance Financial Services Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease assignment, conveyance, lease, transfer or conveyanceother disposition, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (E Trade Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 7.01 and 5.02Section 7.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Timken Co)

Opinion of Counsel to Trustee. The Trustee, Registrar and Paying Agent subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Lexmark International Inc /Ky/)

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Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0514.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Wellsford Real Properties Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.01 and 5.026.02, shall receive may rely on an Opinion of Counsel, prepared in accordance with Section 10.05Counsel and an Officers' Certificate, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.. 72 80 ARTICLE EIGHT

Appears in 1 contract

Samples: Indenture (Corporate Realty Consultants Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Officers' Certificate and an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureIndenture and that all conditions precedent related to such transaction and provided for herein have been complied with.

Appears in 1 contract

Samples: Indenture (Ich Corp /De/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 5.01, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidationamalgamation, reconstruction, consolidation or merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Astrazeneca PLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Eco Telecom LTD)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02Section 6.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Execution Version (Eaton Corp PLC)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, Counsel prepared in accordance with Section 10.05, 10.05 as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Convertible Subordinated Indenture (Chancellor Media Corp/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Exhibit (Cooper Wiring Devices, Inc.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease assignment, transfer, lease, conveyance or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Security Capital Group Inc/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, conveyance and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Progressive Corp/Oh/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 4.1 and 5.024.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05Sections 1.2 and 1.3, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Atkins Nutritionals Holdings, Inc.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel and Officers’ Certificate as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation or dissolution, other disposition complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Honeywell International Inc)

Opinion of Counsel to Trustee. The Trustee, subject to ----------------------------- the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Weyerhaeuser Co)

Opinion of Counsel to Trustee. The TrusteeTrustee shall, subject in addition to the provisions of Sections 5.01 and 5.02documents required by Section 11.5 hereof, shall receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with this Article 9 and the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Unisys Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 5.1 and 5.025.2, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Cone Mills Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0515.5, as conclusive evidence 932388.8 34 that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Amended and Restated Indenture.

Appears in 1 contract

Samples: Indenture (Capital Trust Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.025.05, shall be entitled to receive an Opinion of Counsel, prepared in accordance with this Section 10.058.01 and Section 11.05, as conclusive evidence that any such consolidation, combination, merger, sale, lease conveyance, lease, transfer or conveyanceother disposition, and any such assumptionsuccession, substitution and any such liquidation or dissolution, assumption complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Lightning eMotors, Inc.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall Trustee may receive an Opinion of Counsel, prepared in accordance with Section 10.051.02, as conclusive 58 65 evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Federal Mogul Corp)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive be provided an Opinion of CounselCounsel and an Officer’s Certificate, prepared in accordance with Section 10.0513.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Universal Health Realty Income Trust)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0514.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, any such supplemental indenture, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Lithia Motors Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.1 and 5.027.2, shall receive be provided with an Opinion of Counsel, prepared in accordance with Section 10.0512.4, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Reynolds American Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections Section 5.01 and Section 5.02, shall be entitled to receive an Opinion of Counsel, prepared in accordance with Section 10.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Fixed-Term Subordinated Indenture.

Appears in 1 contract

Samples: Fixed Term Subordinated Indenture (Mitsubishi Ufj Financial Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Sysco Corp)

Opinion of Counsel to Trustee. The Trustee, subject Trustee is entitled to the provisions of Sections 5.01 receive and 5.02, shall receive conclusively rely on an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Enhance Financial Services Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.7, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Joy Global Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 Section 6.01 and 5.026.02, shall receive may rely on an Opinion of Counsel, prepared in accordance with Section 10.05Counsel and an Officers' Certificate, as conclusive evidence that any such 70 77 consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Corporate Realty Consultants Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 4.01 and 5.024.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05Sections 1.03 and 1.04, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this IndentureAgreement.

Appears in 1 contract

Samples: Contingent Value Interests Agreement (KKR & Co. L.P.)

Opinion of Counsel to Trustee. The Trustee, subject to the ----------------------------- provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Dow Chemical Co /De/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.1 and 5.027.2, shall receive an Opinion of Counsel, prepared in accordance with Section 10.0511.4, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Rj Reynolds Tobacco Holdings Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.0512.05, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Barnes Group Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease sale or conveyance, and any such assumption, and any such liquidation or dissolution, dissolution complies with the applicable provisions of this IndentureArticle 9.

Appears in 1 contract

Samples: Indenture (J P Morgan Chase & Co)

Opinion of Counsel to Trustee. The Trustee, subject to the ----------------------------- provisions of Sections 5.01 5.1 and 5.025.2, shall may receive an Opinion opinion of Counsel, prepared in accordance with Section 10.0511.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Vishay Intertechnology Inc)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.01 and 5.026.02, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation liquida tion or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Subordinated Indenture (Financial Security Assurance Holdings LTD/Ny/)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 6.1 and 5.026.2, shall may receive an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Tyme Technologies, Inc.)

Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 7.01 and 5.027.03, shall receive may be provided with an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel as conclusive evidence that any such consolidation, merger, conveyance, sale, lease transfer, lease, exchange or conveyance, and any such assumption, and any such liquidation other disposition referred to in Section 5.01 or dissolution, 5.03 complies with the applicable provisions of this Indenture.

Appears in 1 contract

Samples: Indenture (Lyondell Chemical Co)

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