Common use of Officers' Certificate and Opinion of Counsel Clause in Contracts

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 11 contracts

Sources: Indenture (Monsanto Co), Indenture (Precision Castparts Corp), Indenture (Monsanto Co)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 9 contracts

Sources: Annual Report, Indenture (Nationwide Health Properties Inc), Indenture (Comdisco Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 6 contracts

Sources: Indenture (SPSS Inc), Subordinated Indenture (Gatx Capital Corp), Indenture (Gatx Financial Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.01, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 6 contracts

Sources: Indenture (Kerr McGee Corp /De), Indenture (L 3 Communications Corp), Indenture (L 3 Communications Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 5 contracts

Sources: Indenture (Ambac Financial Group Inc), Indenture (Ambac Financial Group Inc), Indenture (Tenneco Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, Trustee shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 5 contracts

Sources: Indenture (Pep Boys Manny Moe & Jack), Indenture (Worldcom Inc /Ga/), Indenture (Level 3 Communications Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 4 contracts

Sources: Indenture (Airtran Holdings Inc), Indenture (Sabre Holding Corp), Indenture (Integrated Circuit Systems Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 Section 6.1 and 603Section 6.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 4 contracts

Sources: Indenture (UAG Chantilly AU, LLC), Indenture (Penske Automotive Group, Inc.), Indenture (United Nissan Inc / Tn)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.02, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Sources: Indenture (Ford Motor Co), Indenture (Ford Motor Co), Indenture (Ford Motor Co)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and conclusively rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 3 contracts

Sources: Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 3 contracts

Sources: Subordinated Indenture (Valero Energy Corp/Tx), Indenture (Merrill Lynch Preferred Funding I Lp), Indenture (Comdisco Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, -------------------------------------------- Trustee shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 3 contracts

Sources: Indenture (Worldcom Inc /Ga/), Indenture (Level 3 Communications Inc), Indenture (Level 3 Communications Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINENINE Supplemental Indentures

Appears in 3 contracts

Sources: Indenture (Monsanto Co), Indenture (Monsanto Co), Indenture (Gap Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor corporation, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 3 contracts

Sources: Indenture (Old National Bancorp /In/), Subordinated Indenture (Onb Capital Trust Vi), Indenture (Onb Capital Trust Vi)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.02, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Sources: Indenture (Ford Motor Co), Indenture (Mpower Holding Corp), Indenture (Ford Motor Co)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.01, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Sources: Subordinated Indenture (Cottonwood Land Co), Indenture (Peabody Energy Corp), Subordinated Indenture (Peabody Energy Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor entity, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Sources: Indenture (American General Finance Inc), Senior Subordinated Indenture (American General Capital Iv)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Sources: Indenture (Gap Inc), Indenture (Gap Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 2 contracts

Sources: Indenture (Owens Corning Capital Ii), Indenture (Owens Corning)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Sources: Subordinated Indenture (Valero Energy Corp/Tx), Indenture (Valero Energy Corp/Tx)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor corporation, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE<PAGE> 62

Appears in 1 contract

Sources: Indenture (American General Finance Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEArticle Nine Supplemental Indentures

Appears in 1 contract

Sources: Supplemental Indenture (Merrill Lynch & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and conclusively rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this ArticleVIII. ARTICLE NINEARTICLE

Appears in 1 contract

Sources: Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or leaseother disposition, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Sources: Indenture (United States Filter Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive be provided an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Sources: Indenture (Ford Motor Credit Co LLC)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, Trustee -------------------------------------------- shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 1 contract

Sources: Indenture (Mci Worldcom Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 1 contract

Sources: Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 ‎6.01 and 603‎6.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Sources: Indenture (Syngenta Ag)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 601, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Sources: Indenture (Health Care Property Investors Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Sources: Indenture (Syngenta Finance N.V.)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Sources: Indenture (Anixter International Inc)