Common use of Content of Certificates and Opinions Clause in Contracts

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), upon the certificate or opinion of or representations by an officer of the Authority or the Borrower, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Appears in 2 contracts

Samples: Indenture (Safety Kleen Corp/), Laidlaw Environmental Services Inc

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Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or an officer or Authorized Representative of the Borrower may be based, insofar as it relates to legal matterslegal, accounting or business matters of either of them, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousAuthorized Representative knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate, opinion or representation may be based, as aforesaid, is erroneous. Any such certificate certificate, opinion or opinion representation made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or an officer or Authorized Representative of the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or officer or Authorized Representative of the Borrower, or the same counsel or Accountant or management consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, Authorized Representatives, counsel, Accountants or management consultants may certify to different matters, respectively.

Appears in 2 contracts

Samples: Continuing Covenant Agreement, California Pollution Control (SJW Corp)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include: (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Company, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 2 contracts

Samples: Loan Agreement (Nutrition Management Services Co/Pa), Loan Agreement (Nutrition Management Services Co/Pa)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in any provision of this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in to the opinion of the signers, they have effect that such Person has made or caused to be made such examination or investigation as is necessary necessary, in such Person’s opinion, to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselCounsel or an Accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Company as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousAccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Company, or the same Counsel or Accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, Counsel or Accountants may certify to different matters, respectively.

Appears in 2 contracts

Samples: Loan Agreement (Gateway Trade Center Inc.), Loan Agreement (Gateway Trade Center Inc.)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include: (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority Board or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Board or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority Board or the Borrower, as applicableCompany, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Board or the Company, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Indenture (Central Sprinkler Corp)

Content of Certificates and Opinions. Every certificate or opinion provided for in this Loan Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether or not such covenant or condition has been complied withthe subject matter referred to in the instrument to which his signature is affixed; and (d4) a statement as to whetherwhether or not, in the opinion of the signerssuch person, such condition or covenant provision has been complied withsatisfied. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Corporation may be based, insofar as it relates to legal legal, accounting or health facility matters, upon a certificate or opinion of or representations representation by counsel, an Accountant or a Management Consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a Management Consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower)Corporation, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCorporation, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousManagement Consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Corporation, or the same counsel or Accountant or Management Consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Loan Agreement, but different officers, counsel, Accountants or Management Consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselCounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Borrower as the case may be) upon the a certificate or opinion of or representations representation by an officer Authorized Officer of the Authority or Authorized Representative of the Borrower, as applicable, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousAuthorized Officer of the Authority or the Authorized Representative of Xxxxxxxx, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Lannett Co Inc)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Company as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Company, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Gateway Trade Center Inc.)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; , (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Company) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel or accountant knows that the certificate or opinion or representations representation with respect to the matters upon which his such person's certificate or her opinion or representation may be based based, as aforesaid are aforesaid, is erroneous. The same officer of the Company, or in the exercise of reasonable care should have known that the same were erroneouscounsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Indenture (Piercing Pagoda Inc)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include: (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority Lessor or the Borrower Lessee may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Lessor or the Borrower)Lessee, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority Lessor or the Borrower, as applicableLessee, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Lessor or the Lessee, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Lease Agreement (Central Sprinkler Corp)

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include: (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement that the person or persons making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether or not such covenant or condition has been complied withthe subject matter referred to in the instrument to which his signature is affixed; and (d4) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate Certificate of the Commission or opinion made or given by an officer Authorized Representative of the Authority or the Borrower Commission may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counsel, an accountant, a financial advisor, an investment banker or an independent consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousAuthorized Representative knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an accountant or an independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Commission) upon the a certificate or opinion of or representations representation by an officer Authorized Representative of the Authority or the Borrower, as applicableCommission, unless such counsel knows that the certificate counsel, accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousindependent consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousAuthorized Representative of the Commission, or the same counsel or accountant or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, accountants or independent consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Dealer Agreement

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselCounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such certificat or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Company, or the same Counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, Counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Vermont Pure Holdings LTD)

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether or not such covenant or condition has been complied withthe subject matter referred to in the instrument to which his signature is affixed; and (d4) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer Authorized Official of the Authority Issuer or an Authorized Company Representative (collectively the Borrower “Officer”) may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of an independent counsel or representations by counsel, independent certified public accountant unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousOfficer knows, or in the exercise of reasonable care should have known known, that the same were certificate or opinion with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by an independent counsel or accountant may be based, based insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Issuer or the Borrower), Company) upon the a certificate or opinion of or representations representation by an officer appropriate Officer of the Authority Issuer or the BorrowerCompany, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or representation with respect to the matters upon which such person’s certificate or opinion may be based, as aforesaid, is erroneous. The same were erroneousOfficer or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different Officers, counsel or accountants may certify to different matters, respectively. Any opinion of counsel may be qualified by reference to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights.

Appears in 1 contract

Samples: Trust Indenture (Global Water Resources, Inc.)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (ai) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (bii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (ciii) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (iv) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (dv) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an Accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an Accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicable, unless such counsel or Accountant knows that the certificate or opinion or representations representation with respect to the matters matter upon which his such certificate or her opinion or representation may be based based, as aforesaid are aforesaid, is erroneous. The same officer of the Authority or the Borrower, or in the exercise of reasonable care should have known that the same were erroneouscounsel or Accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, counsel or Accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Dynagen Inc)

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselCounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Company, or the same Counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, Counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: A Loan Agreement (Vermont Pure Holdings LTD)

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to of the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to of whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or an officer or duly authorized representative of the Borrower may be based, insofar as it relates to legal matterslegal, accounting or business matters of either of them, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the case of the Borrower, in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Borrower, or the same counsel or Accountant or management consultant, as the case may be, need not certify to or opine upon all of the matters required to be certified to or opined upon under any provision of this Indenture, but different officers, counsel, Accountants or management consultants may certify to or opine upon different matters, respectively. All reasonable costs and expenses of the Authority incurred in connection with any such required certifications, including, but not limited to, reasonable costs and expenses of counsel, shall be borne by the Borrower, and the Authority shall have no liability therefor.

Appears in 1 contract

Samples: New Jersey Resources Corp

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Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch Person, they have such Person has made or caused to be made such examination or investigation as is necessary to enable them such Person to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which such Person’s signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or an officer or Authorized Representative of the Borrower may be based, insofar as it relates to legal matterslegal, accounting or business matters of either of them, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousAuthorized Representative knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate, opinion or representation may be based, as aforesaid, is erroneous. Any such certificate certificate, opinion or opinion representation made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or an officer or Authorized Representative of the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the same were erroneous.certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion may be based, as aforesaid, is

Appears in 1 contract

Samples: Loan Agreement (Navistar International Corp)

Content of Certificates and Opinions. Every certificate or opinion provided for in this Issuing and Paying Agent Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether or not such covenant or condition has been complied withthe subject matter referred to in the instrument to which his signature is affixed; and (d4) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower City may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counsel, an accountant, a financial advisor, an investment banker or an independent consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an accountant or an independent consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), City) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCity, unless such counsel knows that the certificate counsel, accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousindependent consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the City, or the same counsel or accountant or independent consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Issuing and Paying Agent Agreement, but different officers, counsel, accountants or independent consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Issuing and Paying Agent Agreement

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement any provision hereof shall include: (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower Company may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower)Company, as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableCompany, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such person's certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Company, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Nutrition Management Services Co/Pa

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion any provision hereof made or given by an officer Authorized Official of the Authority Issuer or the an Authorized Borrower Representative may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation given by counselcounsel or an accountant, unless such officer knows that the certificate Authorized Official or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based Authorized Borrower Representative, as aforesaid are erroneousapplicable, knows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement is based is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), upon the certificate or opinion of or representations by an officer of the Authority Issuer or the Borrower, as applicable, upon a certificate or opinion of or representation by an Authorized Official of the Issuer or an Authorized Borrower Representative, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such certificate, opinion or representation is based is erroneous. The same were erroneous.Authorized Official of the Issuer or an Authorized Borrower Representative, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel or accountants may certify to different matters.‌ OHSUSA:763098104.5

Appears in 1 contract

Samples: Trust Indenture

Content of Certificates and Opinions. Every certificate or opinion (other than legal opinions) provided for in this Trust Agreement with respect to compliance with a condition or covenant provided for in this Indenture or any provision hereof shall be made on behalf of the Agreement (except for entity named therein and not made individually by the person signing such certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) shall include (a1) a statement that the person or persons making or giving such certificate or opinion have opinion, on behalf of the entity named therein and not individually, has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such entity’s certificate or opinion are is based; (c3) a statement that, in that the opinion of the signers, they have entity has made or caused to be made such examination or investigation as is necessary to enable them the entity to express an informed opinion as with respect to whether the subject matter referred to in the certificate or not opinion which such covenant or condition has been complied withentity is delivering; and (d4) a statement as to whether, in the opinion of the signerssuch entity, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer on behalf of the Authority or the Borrower Commission (and in no event individually) may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselcounsel or an accountant, unless such officer the Commission knows that the certificate or certificate, opinion or representations representation with respect to the matters upon which his or her such certificate or opinion statement may be based based, as aforesaid are erroneousaforesaid, or in the exercise of reasonable care should have known that the same were is erroneous. Any such certificate or opinion made or given by counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Commission) upon the a certificate or opinion of or representations representation by an officer of the Authority or Commission on behalf of the Borrower, as applicableCommission (and not individually), unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Commission, or the same counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Trust Agreement, but different officers (on behalf of the Commission and not individually), counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Trust Agreement

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c) a statement that, in the opinion of the signerssuch Person, they have he or she has made or caused to be made such examination or investigation as is necessary to enable them him or her to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his or not her signature is affixed; (d) a statement of the assumptions upon which such covenant certificate or condition has been complied withopinion is based, and that such assumptions are reasonable; and (de) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer or an Authorized Representative of the Authority or the Borrower may be based, insofar as it relates to legal matterslegal, accounting or any business matter, upon a certificate or opinion of or representations representation by counsel, an Accountant or a management consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), ) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicable, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousmanagement consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of Borrower, or the same counsel or Accountant or management consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, Accountants or management consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Indenture of Trust (Life Time Fitness Inc)

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.062.05, 2.07, 2.06 and 4.05 and 6.01 hereof) shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Authority Issuer or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority Issuer or the Borrower), upon the certificate or opinion of or representations by an officer of the Authority Issuer or the Borrower, as applicable, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Appears in 1 contract

Samples: El Paso Electric Co /Tx/

Content of Certificates and Opinions. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the Agreement (except for the certificate provisions of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 TIA Section 314(e) and 6.01 hereof) shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such covenant or and condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations representation by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion made or given by counsel may be based, insofar as it relates to factual matters (upon a certificate or opinion of, or representation by, an Authority Representative stating the information with respect to factual matters which information is in the possession of the Authority or the Borrower), upon the certificate or opinion of or representations by an officer of the Authority or the Borrower, as applicableAuthority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Appears in 1 contract

Samples: Operating Agreement (BFC Guaranty Corp)

Content of Certificates and Opinions. Every certificate or opinion provided for in this Indenture with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whetherwhether or not, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal legal, accounting or facility matters, upon a certificate or opinion of or representations representation by counsel, an Accountant or a Management Consultant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel counsel, an Accountant or a Management Consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), Authority) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicableAuthority, unless such counsel knows that the certificate counsel, Accountant or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousManagement Consultant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority, or the same counsel or Accountant or Management Consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, Accountants or Management Consultants may certify to different matters, respectively.

Appears in 1 contract

Samples: Indenture

Content of Certificates and Opinions. Every The Trustee may, but shall not be obligated to, require that every certificate or opinion provided for in this Agreement with respect to compliance with a condition or covenant provided for in this Indenture or the Agreement (except for the certificate of cancelled Bonds provided for in Sections 2.06, 2.07, 4.05 and 6.01 hereof) any provision hereof shall include (a1) a statement to the effect that the person or persons Person making or giving such certificate or opinion have has read such covenant or condition provision and the definitions herein relating thereto; (b2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are is based; (c3) a statement that, to the effect that in the opinion of the signerssuch Person, they have he has made or caused to be made such examination or investigation as is necessary to enable them him to express an informed opinion as with respect to whether the subject matter referred to in the instrument to which his signature is affixed; (4) a statement of the assumptions upon which such certificate or not opinion is based, and that such covenant or condition has been complied withassumptions are reasonable; and (d5) a statement as to whether, in the opinion of the signerssuch Person, such condition or covenant provision has been complied with. Any such certificate or opinion made or given by an officer of the Authority or the Borrower may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representations representation by counselCounsel or an accountant, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion may be based as aforesaid are erroneousknows, or in the exercise of reasonable care should have known known, that the same were certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel Counsel or an accountant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the Authority or the Borrower), as the case may be) upon the a certificate or opinion of or representations representation by an officer of the Authority or the Borrower, as applicable, unless such counsel knows that the certificate Counsel or opinion or representations with respect to the matters upon which his or her opinion may be based as aforesaid are erroneousaccountant knows, or in the exercise of reasonable care should have known known, that the certificate or opinion or representation with respect to the matter upon which such certificate or opinion or representation may be based, as aforesaid, is erroneous. The same were erroneousofficer of the Authority or the Borrower, or the same Counsel or accountant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Agreement, but different officers, Counsel or accountants may certify to different matters, respectively.

Appears in 1 contract

Samples: Loan Agreement (Lannett Co Inc)

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