Trustee and Collateral Agent to Sign Amendments, etc Sample Clauses

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and, as applicable, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable, the Trustee or the Collateral Agent, as applicable, may, but need not, sign such amendment, supplement or waiver. The Issuer or the Guarantors may not sign an amendment, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein to the contrary, in signing an amendment, supplement or waiver, the Trustee and, as applicable, the Collateral Agent shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition to the matters required by Section 12.04, that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a legal, valid and binding obligation of the Issuer and the Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto in accordance with its terms (subject to customary exceptions). Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guarantee.
AutoNDA by SimpleDocs
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and/or the Collateral Agent shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided that the Trustee and/or the Collateral Agent may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s and/or the Collateral Agent’s, as applicable, own rights, duties or immunities under this Indenture. The Trustee and/or the Collateral Agent shall receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officer’s Certificate shall be at the expense of the Issuers.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9, except that the Trustee or the Collateral Agent, as applicable, need not sign any amendment, supplement or waiver that the Trustee or Collateral Agent, as applicable, determines in its reasonable discretion that such amendment, supplement or waiver adversely affects the rights, duties, liabilities or immunities of the Trustee or Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the Board of the Issuer approves it. In executing any amendment, supplement or waiver to any Notes Document, the Trustee and Collateral Agent shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.02, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Subsidiary Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and/or the Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this ‎Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and/or the Collateral Agent, as applicable. If it does, the Trustee and/or the Collateral Agent may but need not sign it. In executing any amendment, supplement or waiver, the Trustee and/or the Collateral Agent (subject to ‎Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by ‎Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee or the Collateral Agent, as applicable, shall sign any amendment or supplement authorized pursuant to this Article 8 if the amendment or supplement does not adversely affect the rights, duties, liabilities, immunities or indemnities of the Trustee or the Collateral Agent, as applicable. If it does, the Trustee or Collateral Agent, as applicable, may, but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee or Collateral Agent shall receive, and shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel provided at the expense of the Company providing that such amendment or supplement is authorized or permitted by this Indenture and any applicable Indenture Documents and, with respect to such Opinion of Counsel, such amendment or supplement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and the Collateral Agent, in each case, shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as applicable. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee and the Collateral Agent shall be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.05 hereof, an Officers’' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture (and any Notes issued in connection therewith) is the legal, valid and binding obligation of the Company and the Guarantors, as applicable, enforceable against the Company and the Guarantors, as applicable, in accordance with its terms.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and the Collateral Agent, if applicable, shall sign any amended or supplemental indenture, Security Document or intercreditor agreement authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as applicable. Evidence of such approval shall be delivered to the Trustee with an Officer’s Certificate. In executing any amended or supplemental indenture, Security Document or intercreditor agreement, the Trustee or Collateral Agent, as applicable, shall receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture, Security Document or intercreditor agreement is authorized or permitted by this Indenture and the other Notes Documents and that such amendment or supplement is legal, valid, binding and enforceable in accordance with its terms. The Trustee shall have no responsibility for determining whether any amended or supplemental indenture, Security Document or intercreditor agreement will or may have an adverse effect on any Holder.
AutoNDA by SimpleDocs
Trustee and Collateral Agent to Sign Amendments, etc. After receipt by the Trustee, the Collateral Agent or the International Security Agent of the OfficersCertificate and Opinion of Counsel in accordance with this Section 9.06, the Trustee, the Collateral Agent or the International Security Agent, as applicable, shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent or the International Security Agent. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee, the Collateral Agent and the International Security Agent shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and all conditions precedent have been complied with.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and the Collateral Agent shall sign any amendment or supplemental indenture, Note or Security Document authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent. The Company and the Guarantors may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture or other document is authorized or permitted by this Indenture and the Security Documents, as applicable.
Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and/or the Collateral Agent, as applicable, shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and/or the Collateral Agent, as applicable. In executing any amended or supplemental indenture, the Trustee and/or the Collateral Agent, as applicable, will be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture, and an Opinion of Counsel stating, as and if applicable, that such amended or supplemental indenture will constitute the valid and binding obligation of the Company and the Guarantors party thereto, enforceable against the Company and such Guarantors in accordance with its terms, subject to customary exceptions.
Time is Money Join Law Insider Premium to draft better contracts faster.