Common use of Officer’s Certificates and Opinions of Counsel Clause in Contracts

Officer’s Certificates and Opinions of Counsel. (a) Except as otherwise expressly provided in this Indenture, upon any application or request by the Issuer to the Trustee that the Trustee take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate of the Issuer (and the Trustee may conclusively rely on such Officers’ Certificate) stating that all conditions precedent (if any) provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (if any) have been complied with; provided, however, that, in the case of any particular application or request as to which the furnishing of documents, certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. The Trustee shall not be liable for any such action it takes or omits to take (i) in reliance on such Officers’ Certificate or Opinion of Counsel, or (ii) as a result of not having received such Officers’ Certificate or Opinion of Counsel as of the time of its action or omission.

Appears in 3 contracts

Samples: Indenture, Indenture, Indenture

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Officer’s Certificates and Opinions of Counsel. (a) Except as otherwise expressly provided in this Indenture, upon any application or request by the Issuer to the Trustee that the Trustee take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate of the Issuer (and the Trustee may conclusively rely on such Officers’ Certificate) stating that all conditions precedent (if any) provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (if any) have been complied with; provided, however, that, in the case of any particular application or request as to which the furnishing of documents, certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. The Trustee shall not be liable for any such action it it‌ takes or omits to take (i) in reliance on such Officers’ Certificate or Opinion of Counsel, or (ii) as a result of not having received such Officers’ Certificate or Opinion of Counsel as of the time of its action or omission.

Appears in 2 contracts

Samples: Indenture, Indenture

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Officer’s Certificates and Opinions of Counsel. (a) Except as otherwise expressly provided in this Indenture, upon Statements to be Contained Therein. Upon any application or request demand by the Issuer to the Trustee that the Trustee to take any action under any provision of the provisions of this Indenture, or as required pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish to the Trustee an Officers’ Officer's Certificate of the Issuer (and the Trustee may conclusively rely on such Officers’ Certificate) stating that all conditions precedent (if any) provided for in this Indenture relating to the proposed action have been complied with, with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (if any) have been complied with; provided, however, that, except that in the case of any particular such application or request demand as to which the furnishing of documents, certificates or opinions such documents is specifically required by any provision of this Indenture relating to such particular application or requestdemand, no additional certificate or opinion need be furnished. The Each certificate or opinion provided for in this Indenture (other than a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall not be liable for any include (a) a statement that the person making such action it takes certificate or omits opinion has read such covenant or condition, (b) a brief statement as to take (i) in reliance on such Officers’ Certificate or Opinion of Counsel, or (ii) as a result of not having received such Officers’ Certificate or Opinion of Counsel as the nature and scope of the time of its action examination or omission.investigation upon which the statements or opinions contained in such

Appears in 1 contract

Samples: Service Corporation International

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