Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Company shall furnish to the Trustee, promptly after the execution and delivery of this Indenture or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Documents, financing statements or other instruments necessary to make effective the Liens intended to be created by the Security Documents, and reciting the details of such action or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (b) The Company shall furnish to the Trustee, within three months after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to the extent required by the Security Documents and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

Appears in 2 contracts

Samples: Indenture (Montgomery Cellular Telephone Co Inc), Indenture (Price Communications Corp)

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Recording and Opinions. (a) The Company Issuers shall furnish to the Trustee, promptly after Trustee simultaneously with the execution and delivery of this Indenture or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, an Opinion of Counsel either (i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Documents, financing statements or other instruments necessary to make effective the Liens Lien intended to be created by the Security Documents, Collateral Documents and reciting with respect to the security interests in the Collateral, the details of such action action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens Lien effective. (b) The Company Issuers shall furnish to the TrusteeTrustee and the Collateral Agent within 30 days following April 30 of each year beginning with April 30, within three months after each anniversary of the date of this Indenture2003, an Opinion of Counsel, dated as of the date such dateopinion is furnished, stating either that (i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to Lien of the extent required by the Security Collateral Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien. (c) The Issuers shall otherwise comply with the provisions of TIA ss. 314(b).

Appears in 2 contracts

Samples: Indenture (Comdisco Holding Co Inc), Indenture (Comdisco Holding Co Inc)

Recording and Opinions. (a) The Company Issuers shall furnish to the Trustee, promptly after Trustee simultaneously with the execution and delivery of this Indenture or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, an Opinion of Counsel either (i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Documents, financing statements or other instruments necessary to make effective the Liens Lien intended to be created by the Security Documents, Collateral Documents and reciting with respect to the security interests in the Collateral, the details of such action action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens Lien effective. (b) The Company Issuers shall furnish to the TrusteeTrustee and the Collateral Agent within 30 days following April 30 of each year beginning with April 30, within three months after each anniversary of the date of this Indenture2003, an Opinion of Counsel, dated as of the date such dateopinion is furnished, stating either that (i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to Lien of the extent required by the Security Collateral Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien. (c) The Issuers shall otherwise comply with the provisions of TIAss.314(b).

Appears in 2 contracts

Samples: Indenture (Comdisco Holding Co Inc), Indenture (Comdisco Holding Co Inc)

Recording and Opinions. (a) The Company shall furnish to the Trustee, Trustee promptly after the execution and delivery of this Indenture one or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, an Opinion more Opinions of Counsel either (i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Documents, financing statements or other instruments necessary to make effective the Liens intended to be created by the Security Collateral Documents, and reciting the details of such action or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (b) The Company shall furnish to the Trustee, Trustee within three (3) months after each anniversary of the date of this Indenture, an Opinion one or more Opinions of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture, all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to of the extent required by the Security Collateral Documents and reciting the details of such action or (ii) in the opinion of such counselCounsel, no such action is necessary to maintain such Liens.

Appears in 1 contract

Samples: Senior Secured Note Indenture (SLM International Inc /De)

Recording and Opinions. (a) The Company shall furnish to the Trustee, Trustee promptly after the execution and delivery of this Indenture or any Security Collateral Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, Indenture an Opinion of Counsel either (i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Collateral Documents, financing statements or other instruments necessary to make effective the Liens intended to be created by the Security Collateral Documents, and reciting the details of such action or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (b) The Company shall furnish to the Trustee, Trustee within three months after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to of the extent required by the Security Collateral Documents and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

Appears in 1 contract

Samples: Indenture (Mentus Media Corp)

Recording and Opinions. (a) The Company shall will furnish to the Trustee, promptly after Trustee simultaneously with the execution and delivery of this EchoStar Exchange Notes Indenture or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, an Opinion of Counsel either either: (i1) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this EchoStar Exchange Notes Indenture, the Security Documents, financing statements or other instruments necessary to make effective the Liens Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action or action; or (ii2) stating that, in the opinion of such counsel, no such action is necessary to make such Liens Lien effective. (b) The Company shall and the Guarantors will furnish to the TrusteeCollateral Agent and the Trustee within 30 days of May 30 of each year beginning with May 30, within three months after each anniversary of the date of this Indenture2025, an Opinion of Counsel, dated as of such date, either: (1) stating either that (i) that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to the extent required by Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given; or (ii2) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (c) The Company will otherwise comply with the provisions of TIA §314(b).

Appears in 1 contract

Samples: Echostar Exchange Notes Indenture (SNR Wireless LicenseCo, LLC)

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Recording and Opinions. (a) The Company shall furnish to the Trustee, promptly after Trustee simultaneously with the execution and delivery of this Supplemental Indenture or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, No. 1 an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Documents, financing statements or other instruments as is necessary to make effective the Liens intended to be created by the applicable Security DocumentsAgreement and to perfect the Liens (to the extent perfection is required under the applicable Security Agreement and possible by filing in the jurisdiction of organization), and reciting with respect to the security interests in the Collateral, the details of such action action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effectiveeffective or perfected, in each case, subject to customary assumptions and exclusions. (b) The Company shall furnish to the Trustee, within three months after each anniversary Trustee and the Collateral Agent simultaneously with the execution and delivery of the date of this Indenture, an Opinion of Counsel, dated as of such date, stating After Acquired Property Documents either that (i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling filing of all supplemental indenturesthis Indenture, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain make effective the Liens intended to be created by the applicable Security Agreement and to perfect the Liens (to the extent perfection is required under the applicable Security Agreement and possible by filing in the Security Documents jurisdiction of organization), and reciting with respect to the security interests in the Collateral, the details of such action action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain make such LiensLiens effective or perfected, in each case, subject to customary assumptions and exclusions.

Appears in 1 contract

Samples: Supplemental Indenture (Sirius Xm Holdings Inc.)

Recording and Opinions. (a) The Company Issuers shall furnish to the Trustee, Trustee promptly after the execution and delivery of this Indenture or any Security Collateral Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, including pursuant to Section 11.01(b), an Opinion of Counsel either (i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Security Collateral Documents, financing statements or other instruments necessary to make effective the Liens intended to be created by the Security Collateral Documents, and reciting the details of such action or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (b) The Company Issuers shall furnish to the Trustee, Trustee within three months after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to of the extent required by the Security Collateral Documents and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

Appears in 1 contract

Samples: Indenture (Resort Investment LLC)

Recording and Opinions. (a) The Company shall will furnish to the Trustee, promptly after Trustee simultaneously with the execution and delivery of this EchoStar New Notes Indenture or any Security Documents , other than the Intercreditor Agreement, executed and delivered after the date of this Indenture, an Opinion of Counsel either either: (i1) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this EchoStar New Notes Indenture, the Security Documents, financing statements or other instruments necessary to make effective the Liens Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action or action; or (ii2) stating that, in the opinion of such counsel, no such action is necessary to make such Liens Lien effective. (b) The Company shall and the Guarantors will furnish to the TrusteeCollateral Agent and the Trustee within 30 days of May 30 of each year beginning with May 30, within three months after each anniversary of the date of this Indenture2025, an Opinion of Counsel, dated as of such date, either: (1) stating either that (i) that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens to the extent required by Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given; or (ii2) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (c) The Company will otherwise comply with the provisions of TIA §314(b).

Appears in 1 contract

Samples: Indenture Agreement (DISH Network CORP)

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