Opinion of Counsel and Officer’s Certificate to be Given to Trustee. In connection with any consolidation, merger, amalgamation, combination or sale, lease or other transfer or disposition implicated by this Article 11, the Trustee shall not be required to take any action unless the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel, each stating that any such consolidation, merger, amalgamation, combination or sale, lease or other transfer or disposition and any such assumption and such supplemental indenture (if any) complies with the provisions of this Article 11 and, if a supplemental indenture is required in connection with such transaction, an Opinion of Counsel, which shall state that the Indenture, the Guarantee and the Notes, as applicable, constitute legal, valid and binding obligations of any Guarantor Permitted Successor or any Issuer Permitted Successor, as applicable, subject to customary exceptions.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. The Company shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, combination, sale, lease or other transfer or disposition complies with the requirements of this Indenture.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. The Trustee, subject to the requirements of the Trust Indenture Act of 1939 and Section 5.1, may receive an Opinion of Counsel and Officers' Certificate as conclusive evidence that any such consolidation, merger, sale, conveyance or lease and any such assumption complies with the provisions of this Article Eight.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. The Trustee, subject to Section 7.03 and, to the extent applicable, Section 315 of the Trust Indenture Act, shall receive an Opinion of Counsel and an Officers’ Certificate stating that (i) any such supplemental indenture is authorized or permitted by the terms of this Indenture, (ii) solely with respect to the Opinion of Counsel, any such supplemental indenture is the legal, valid and binding obligation of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iii) it is proper for the Trustee under the provisions of this Article XI to join in the execution thereof.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. The Trustee, subject to the requirements of the Trust Indenture Act of 1939 and Section 5.1, may require delivery of an Opinion of Counsel and respective Officers' Certificates of the Issuer and the Guarantor as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease complies with the provisions of this Article Eight.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. In connection with any Specified Corporate Event or other merger, consolidation or combination implicated by this Article 11, the Trustee shall not be required to take any action unless the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel, each stating that any such Specified Corporate Event or other merger, consolidation or combination and any such assumption and such supplemental indenture (if any) complies with the provisions of this Article 11 and, if a supplemental indenture is required in connection with such transaction, an Opinion of Counsel, which shall state that the Indenture and (solely in the case of a Successor Company) the Notes, as applicable, constitute legal, valid and binding obligations of any Successor Pubco or any Successor Company, as applicable, subject to customary exceptions.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. The Trustee, subject to Section 7.03 and, to the extent applicable, Section 315 of the Trust Indenture Act, shall receive an Opinion of Counsel and an Officers’ Certificate stating that any such supplemental indenture is authorized or permitted by the terms of this Indenture and that is proper for the Trustee under the provisions of this Article XI to join in the execution thereof.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee has received, as conclusive evidence, an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11 and that all conditions precedent herein provided for relating to such transaction have been complied with.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. No consolidation, merger, combination or sale, lease or other transfer or disposition shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, combination or sale, lease or other transfer or disposition and any such assumption complies with the provisions of this Article 11 and, if a supplemental indenture is required in connection with such transaction, an Opinion of Counsel, which shall state that the Indenture, the Guarantee and the Notes, as applicable, constitute legal, valid and binding obligations of any Successor Company, as applicable, subject to customary exceptions.
Opinion of Counsel and Officer’s Certificate to be Given to Trustee. 58 ARTICLE 12 Immunity of Incorporators, Shareholders, Officers and Directors
