Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: (A) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (B) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 11 contracts
Sources: Indenture (NXP Semiconductors N.V.), Indenture (Freescale Semiconductor, Ltd.), Indenture (NXP Semiconductors N.V.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 11 contracts
Sources: Indenture (Interactive Data Holdings Corp), Indenture (INC Research Holdings, Inc.), Indenture (INC Research Holdings, Inc.)
Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the an Issuer or any of the Guarantors to the Trustee to take any action under this IndentureSupplemental Indenture or the Base Indenture (as it relates to the Notes), the such Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Ai) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof11.03) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Supplemental Indenture and the Base Indenture (as it relates to the Notes) relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof11.03) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 8 contracts
Sources: Twenty First Supplemental Indenture (Genesis Energy Lp), Twentieth Supplemental Indenture (Genesis Energy Lp), Eighteenth Supplemental Indenture (Genesis Energy Lp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 8 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or Company and/or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer or Company and/or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 8 contracts
Sources: Indenture (Bulls Eye Marketing Inc /Ca/), Indenture (Silverleaf Resorts Inc), Indenture (Rayovac Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 8 contracts
Sources: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (Energy Future Intermediate Holding CO LLC), Indenture (Energy Future Intermediate Holding CO LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee or an Agent to take any action under any provision of this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the TrusteeTrustee and/or Agent, as applicable:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee and/or Agent, as applicable, (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedcomplied with; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and/or Agent, as applicable, (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfiedcomplied with.
Appears in 7 contracts
Sources: Subordinated Indenture (Aptiv Corp), Senior Indenture (Aptiv Corp), Indenture (Delphi Technologies PLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (except that no Opinion of Counsel shall be required upon the initial issuance of the Notes), the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 11.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 11.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 7 contracts
Sources: Indenture (Wynn Resorts LTD), Indenture (Wynn Resorts LTD), Indenture (Wynn Resorts LTD)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers, Holdings or any of the Note Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers, Holdings or such Note Guarantor, as the case may be, shall furnish to the Trustee:
(Ai) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof14.03) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof14.03) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 7 contracts
Sources: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 6 contracts
Sources: Indenture (DJO Finance LLC), Indenture (DJO Finance LLC), Indenture (DJO Finance LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 6 contracts
Sources: Indenture (Prestige Consumer Healthcare Inc.), Indenture (Prestige Consumer Healthcare Inc.), Indenture (APX Group Holdings, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, Company shall furnish to the Trustee:
(Ai) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signerssigners (who may rely upon an Opinion of Counsel with respect to matters of law), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon an Officers’ Certificate or certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfied.
Appears in 6 contracts
Sources: Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 5 contracts
Sources: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 5 contracts
Sources: Indenture (Laureate Education, Inc.), Indenture (Laureate Education, Inc.), Indenture (Laureate Education, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 5 contracts
Sources: Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Communications Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 5 contracts
Sources: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 4 contracts
Sources: Indenture (Vivint Smart Home, Inc.), Indenture (APX Group Holdings, Inc.), Indenture (APX Group Holdings, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company, the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Company, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 4 contracts
Sources: Indenture (Viasat Inc), Indenture (Diamond Offshore Drilling, Inc.), Indenture
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 3 contracts
Sources: Indenture (Global Media USA, LLC), Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.), Indenture (Avago Technologies LTD)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.
Appears in 3 contracts
Sources: Indenture (American Airlines, Inc.), Indenture (Hawaiian Holdings Inc), Indenture (Delta Air Lines, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by Parent, the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, Parent, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 3 contracts
Sources: Indenture (Performance Food Group Co), Indenture (Performance Food Group Co), Indenture (Performance Food Group Co)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee Trustees to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the TrusteeTrustees:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee Trustees (which shall include the statements set forth in Section 13.04 12.4 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee Trustees (which shall include the statements set forth in Section 13.04 12.4 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with.
Appears in 3 contracts
Sources: Indenture (Primo Water Corp /CN/), Indenture (Cott Corp /Cn/), Indenture (Cott Corp /Cn/)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof15.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof15.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 3 contracts
Sources: Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp), Indenture (Tops PT, LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee or the Collateral Agent to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, Company shall furnish to the TrusteeTrustee or the Collateral Agent, as applicable:
(A1) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture and the other Notes Documents relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 3 contracts
Sources: Indenture (A. M. Castle & Co.), Indenture (Total Plastics, Inc.), Indenture (Castle a M & Co)
Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this IndentureIndenture (except in connection with the original issuance of Notes on the Issue Date), the Issuer or such Guarantor, as the case may be, Company shall furnish to the Trustee:
(Ai) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.04) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.04) stating that, in the opinion of such counselcounsel (who may rely on such Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.
Appears in 3 contracts
Sources: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.), Indenture (Laredo Petroleum, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 Section 12.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 Section 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.
Appears in 2 contracts
Sources: Indenture (Azul Sa), Indenture (Azul Sa)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, Guarantor shall furnish to the Trustee, at the request of the Trustee:
(Aa) An an Officer’s 's Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Metal Management Inc), Indenture (Metal Management Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the an Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the such Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Guaranteeing Subsidiary to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, Guaranteeing Subsidiary shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Advanced Medical Inc), Indenture (Graham Field Health Products Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 SECTION 13.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture or the Notes relating to the proposed action have been satisfiedsatisfied and all covenants have been complied with; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 SECTION 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with.
Appears in 2 contracts
Sources: Indenture (iHeartMedia, Inc.), Indenture (Broader Media, LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Issuers to the Trustee to take any action under this IndentureIndenture (other than in connection with the Authentication Order, dated the date hereof, and delivered to the Trustee in connection with the issuance of the Initial Notes), the Issuer or such Guarantor, as the case may be, Issuers shall furnish to the Trustee:
(A1) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Vanguard Health Systems Inc), Indenture (Vanguard Health Systems Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. Notwithstanding the foregoing, no such Opinion shall be given with respect to the delivery of the Initial Notes.
Appears in 2 contracts
Sources: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take or refrain from taking any action under this IndentureIndenture or the Notes, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture or the Notes relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with.
Appears in 2 contracts
Sources: Indenture (Ladder Capital Finance Corp), Indenture (Ladder Capital Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the TrusteeTrustee or the Collateral Agent:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.3 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.3 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with.
Appears in 2 contracts
Sources: Indenture (Pactiv Evergreen Inc.), Indenture (Pactiv Evergreen Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Issuer Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Highwaymaster Corp), Indenture (Louisiana Ship Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Issuers to the Trustee to take any action under this IndentureIndenture (except in connection with the original issuance of Notes on the date hereof), the Issuer or such Guarantor, as the case may be, Issuers shall furnish to the Trustee:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Memorial Production Partners LP), Indenture (Memorial Production Partners LP)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.
Appears in 2 contracts
Sources: Indenture (Azul Sa), Indenture (Alaska Air Group, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take or refrain from taking any action under this IndentureIndenture or the Notes, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture or the Notes relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with.
Appears in 2 contracts
Sources: Indenture (OneMain Financial Holdings, Inc.), Indenture (American Capital, LTD)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Senior Subordinated Notes Indenture (American Tire Distributors Holdings, Inc.), Indenture (Merge Healthcare Inc)
Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Issuer Company or any of the Subsidiary Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee:
(Ai) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Beazer Homes Usa Inc), Indenture (Beazer Homes Usa Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(A) An Officer’s Officers’ Certificate of the Issuer CDW in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (CDW Technologies, Inc.), Indenture (CDW Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Issuer Company or such Guarantor, as the case may be, Guarantor shall furnish to the TrusteeTrustee upon request:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Laralev Inc), Indenture (Crew J Operating Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer, Co-Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer, Co-Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of the signerssigner, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Alight Group, Inc.), Indenture (Alight Inc. / DE)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Subsidiary Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall will furnish to the Trustee:, in compliance with the provisions of Trust Indenture Act § 314(c)(1) and (c)(2):
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (T-Mobile Innovations LLC), Indenture (T-Mobile US, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.06 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.06 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Senior Notes Indenture (Claires Stores Inc), Senior Secured First Lien Notes Indenture (Claires Stores Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the an Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the such Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof) 13.05), stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof13.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Base Indenture (Dell Technologies Inc.), Base Indenture (Dell International L.L.C.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 2 contracts
Sources: Indenture (Petco Holdings Inc), Indenture (Petco Holdings Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.05) stating that, in the opinion of Table of Contents the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Zayo Group LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Issuer or such Guarantor, as the case may be, Company shall furnish to the TrusteeTrustee upon request:
(Ai) An an Officer’s 's Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 SECTION 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 SECTION 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Aei Resources Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, Guarantor shall furnish to the Trustee:
(A) An Officer’s Certificate , at the request of the Issuer Trustee: (a) an Officer's Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
and (Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Metal Management Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Subsidiary Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Oppenheimer Holdings Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors AirGate to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Issuer or such Guarantor, as the case may be, AirGate shall furnish to the TrusteeTrustee upon request:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Airgate PCS Inc /De/)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(A) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Freescale Semiconductor Holdings I, Ltd.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Kraton Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer or such the Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof13.03 below) stating that, in the opinion of such counselcounsel (who may rely on an Officers' Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this IndentureIndenture (other than authentication of the Initial Notes, the Issuer or such Guarantorsole requirement for which shall be an Authentication Order), as the case may be, Company shall furnish to the Trustee:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:: Table of Contents
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (TC3 Health, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or Company and/or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such GuarantorCompany and/or any of the Guarantors, as the case may be, shall furnish to the Trustee:
(A1) An an Officer’s 's Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfiedsatisfied (except with regard to an authentication order pursuant to Section 2.02(c) hereof, which shall require a certificate of two Officers); and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon Except as otherwise provided herein, upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Michaels Companies, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Parent Guarantor to the Trustee to take any action under this Twenty-Sixth Supplemental Indenture, the Issuer or such the Parent Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Twenty-Sixth Supplemental Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Ninth Supplemental Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Ninth Supplemental Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Parent Guarantor to the Trustee to take any action under this First Supplemental Indenture, the Issuer or such the Parent Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this First Supplemental Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by Parent, the Issuer or any of the Guarantors to the Trustee to take any action under this IndentureIndenture or the Escrow Agreement, Parent, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(A) An Officer’s Certificate of the Issuer Issuers in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Senior Subordinated Notes Indenture (ASC Acquisition LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or Company and/or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer or such Company and/or any Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 1.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 1.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer Issuers or such the Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.. 98 -92-
Appears in 1 contract
Sources: Indenture (Charter Communications Holdings Capital Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, Company shall furnish to the Trustee:
(Ai) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signerssigners (who may rely upon an Opinion of Counsel with respect to matters of law), all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon an Officers’ Certificate or certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Aecom)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Guarantor to the Trustee to take any action under this Indenture, the Issuer or such the Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof13.03 below) stating that, in the opinion of such counselcounsel (who may rely on an Officers' Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Norbord Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer, such Co-Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.3 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.3 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with. 4 To be used on and after the Escrow Release Date.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Ahny-Iv LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantorthe Guarantors, as the case may beapplicable, shall furnish to the Trustee:
(Aa) An Officer’s an Officers' Certificate of the Issuer Company in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Loomis Fargo & Co)
Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (except with respect to the initial issuance of the Notes), the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Ai) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counselcounsel (who may rely upon an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereofSection 13.03) stating that, in the opinion of the signerssigner, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereofSection 13.03) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.; provided that no such Opinion of Counsel shall be delivered in connection with the issuance of the Initial Notes. #94579868v11
Appears in 1 contract
Sources: Indenture (Paysafe LTD)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; andand/or
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Cambium Learning Group, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Emdeon Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, Company shall furnish to the Trustee:Trustee the following (except that no Opinion of Counsel will be required in connection with the original issuance of the Notes on the date hereof):
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.03) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.03) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the an Issuer or any of the Guarantors to the Trustee or the Collateral Agent to take any action under this Indenture, the such Issuer or such Guarantor, as the case may be, shall furnish to the TrusteeTrustee or the Collateral Agent, as applicable:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee or the Collateral Agent (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or the Collateral Agent (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Holdings to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Senior Discount Notes), the Issuer or such Guarantor, as the case may be, Holdings shall furnish to the TrusteeTrustee upon request:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 10.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 10.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Ap Holdings Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s 's Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. Notwithstanding the foregoing, no such Opinion shall be given with respect to the delivery of the initial Notes.
Appears in 1 contract
Sources: Indenture (Cogent Management Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this IndentureIndenture or any other Indenture Document, the Issuer or such Guarantor, as the case may be, Company shall furnish to the TrusteeTrustee or, if such action relates to a Collateral Agreement, the Collateral Agent:
(A1) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, as applicable, (which shall must include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or the Collateral Agent, as applicable, (which shall must include the statements set forth in Section 13.04 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Guarantors, if any, to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Officers’ Certificate of the Issuer Company in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Ocwen Financial Corp)
Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Issuer Company or any of the Note Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Note Guarantor, as the case may be, shall furnish to the Trustee:
(Ai) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.04) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 hereof12.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors Guarantor to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes), the Issuer Company or such Guarantor, as the case may be, Guarantors shall furnish to the TrusteeTrustee upon request:
(Ai) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (J Crew Group Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Company to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, Company shall furnish to the Trustee:Trustee (except that the Opinion of Counsel referred to in Section 15.4(b) hereof shall not be required in connection with the Authentication Order):
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 15.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 15.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (DRS Technologies Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Notes [and the issuance of any Notes in connection with the payment of PIK Interest hereunder](2)), the Issuer or such Guarantor, as the case may be, shall furnish to the TrusteeTrustee upon request:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (LiveWatch Security, LLC)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Parent Guarantor to the Trustee to take any action under this Fifty-First Supplemental Indenture, the Issuer or such the Parent Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Fifty-First Supplemental Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer Company or such Guarantor, as the case may be, shall furnish to the Trustee:
(A) : An Officer’s Certificate of the Issuer Company in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(B) and An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Walker & Dunlop, Inc.)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Company or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (other than the initial issuance of the Securities), the Issuer Company or such Guarantor, as the case may be, Guarantor shall furnish to the TrusteeTrustee upon request:
(Aa) An Officer’s an Officers' Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Advance Auto Parts Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer Issuer, Holdings or any of the Note Guarantors to the Trustee to take any action under this Indenture, the Issuer Issuer, Holdings or such Note Guarantor, as the case may be, shall furnish to the Trustee:
(Ai) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 16.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bii) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 16.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Realogy Corp)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 15.05 hereof) stating that, in the opinion of the signerssigner, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 15.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors Parent Guarantor to the Trustee to take any action under this Fiftieth Supplemental Indenture, the Issuer or such the Parent Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Fiftieth Supplemental Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this IndentureIndenture or the Notes, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(A1) An an Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent and covenantsprecedent, if any, provided for in this Indenture or the Notes relating to the proposed action have been satisfied; and
(B2) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been satisfiedcomplied with.
Appears in 1 contract
Sources: Indenture (Kinetic Concepts Inc)
Certificate and Opinion as to Conditions Precedent. (a) Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Ab) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bc) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Toys R Us Inc)
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Eighth Supplemental Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
(Aa) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Eighth Supplemental Indenture relating to the proposed action have been satisfied; and
(Bb) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.04 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or the Issuer or any of the Guarantors to the Trustee to take any action under this IndentureIndenture (other than the issuance of the Initial Notes on the date hereof), the Issuer or such Guarantor, as the case may be, Company shall furnish to the Trustee:
(Aa) An Officer’s an Officers’ Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(Bb) An an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall must include the statements set forth in Section 13.04 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Appears in 1 contract
Sources: Indenture (Berry Petroleum Corp)