Common use of Opinion of Counsel to be Given Trustee Clause in Contracts

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may receive an Officers' Certificate and Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange or other disposition and any such assumption complies with the provisions of this Article Nine.

Appears in 11 contracts

Samples: Senior Indenture (Seagull Energy Corp), Belco Oil & Gas Corp, Ocean Energy Inc /La/

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Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineTwelve.

Appears in 11 contracts

Samples: Please Insert Social Security (Brocade Communications Systems Inc), Lease (Getty Images Inc), Kulicke and Soffa (Kulicke & Soffa Industries Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article Nine12.

Appears in 10 contracts

Samples: Indenture (Mentor Graphics Corp), Indenture (Mentor Graphics Corp), Indenture (LTX Corp)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineXII.

Appears in 6 contracts

Samples: Indenture (Cke Restaurants Inc), Indenture (Amazon Com Inc), Indenture (Omnicom Group Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 8.1 and 6.28.2, may shall receive an Officers' Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineXII.

Appears in 6 contracts

Samples: Indenture (Electroglas Inc), Indenture (Electroglas Inc), Indenture (General Electric Co)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article Nine12.

Appears in 5 contracts

Samples: Indenture (Lifepoint Hospitals, Inc.), Indenture (Mentor Graphics Corp), Indenture (Lifepoint Hospitals, Inc.)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article Nine11.

Appears in 5 contracts

Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc), Indenture (Airtran Airways Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may shall receive an Officers' Certificate and Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange or other disposition and any such assumption complies with the provisions of this Article Nine.. ARTICLE TEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Appears in 5 contracts

Samples: Senior Indenture (Hovnanian Enterprises Inc), Hovnanian Enterprises Inc, Hovnanian Enterprises Inc

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine11.

Appears in 4 contracts

Samples: Indenture (CSK Auto Corp), Indenture (Town & Country Trust), Indenture (Shanda Interactive Entertainment LTD)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article Nine11.

Appears in 4 contracts

Samples: Indenture (Agco Corp /De), Indenture (Triarc Companies Inc), Jetblue Airways Corp

Opinion of Counsel to be Given Trustee. The Trustee, subject -------------------------------------- to Sections 6.1 8.1 and 6.28.2, may shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineXII.

Appears in 3 contracts

Samples: Indenture (Level One Communications Inc /Ca/), Premiere Technologies Inc, E Trade Group Inc

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine12.

Appears in 3 contracts

Samples: Indenture (Kellwood Co), Indenture (Dynegy Inc /Il/), Indenture (Wild Oats Markets Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall -------------------------------------- receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineTwelve.

Appears in 3 contracts

Samples: At Home Corp, Viropharma Inc, Riverstone Networks Inc

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine14.

Appears in 3 contracts

Samples: Indenture (Commscope Inc), Indenture (Commscope Inc), Indenture (Gencorp Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine13.

Appears in 2 contracts

Samples: Indenture (Williams Companies Inc), Williams Companies Inc

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineXI.

Appears in 2 contracts

Samples: Indenture (Agco Corp /De), Indenture (Agco Corp /De)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article Nine9.

Appears in 2 contracts

Samples: Nvidia Corp/Ca, Nvidia Corp/Ca

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption is permitted by and complies with the provisions of this Article Nine9.

Appears in 2 contracts

Samples: Trust Indenture (First Responder Systems & Technology Inc.), Trust Indenture (First Responder Systems & Technology Inc.)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine11.

Appears in 2 contracts

Samples: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)

Opinion of Counsel to be Given Trustee. The Trustee, Trustee subject to Sections 6.1 8.1 and 6.28.2, may shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article NineXII.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Softkey International Inc), Securities Purchase Agreement (Tribune Co)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee -------------------------------------- shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineTwelve.

Appears in 1 contract

Samples: Semtech Corp

Opinion of Counsel to be Given Trustee. The Prior to execution of any supplemental indenture pursuant to this Article 12, if so requested by the Trustee, subject to Sections 6.1 and 6.2, may the Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine12.

Appears in 1 contract

Samples: Indenture (Advanced Medical Optics Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineXI.

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineXII.

Appears in 1 contract

Samples: Indenture (Sepracor Inc /De/)

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Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption is permitted by and complies with the provisions of this Article Nine9.

Appears in 1 contract

Samples: Nvidia Corp/Ca

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 8.01 and 6.28.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineTwelve.

Appears in 1 contract

Samples: Indenture (SCS Transportation Inc)

Opinion of Counsel to be Given Trustee. The Trustee(a) In the event of any such consolidation, subject to Sections 6.1 and 6.2merger, may sale, conveyance, transfer or lease, the Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence Counsel, each stating that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such supplemental indenture relating to such assumption complies with the provisions of this Article Nine11, and such Officers' Certificate and Opinion of Counsel shall be conclusive evidence as to such compliance with this Article 11.

Appears in 1 contract

Samples: Graftech International LTD

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, transfer, conveyance, sale, lease, exchange lease or other disposition and any such assumption complies with the provisions of this Article Nine12.

Appears in 1 contract

Samples: Indenture (Allied Waste Industries Inc)

Opinion of Counsel to be Given Trustee. The Trustee(a) In the event of any such consolidation, subject to Sections 6.1 and 6.2merger, may sale, conveyance, transfer or lease, the Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence Counsel, each stating that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such supplemental indenture relating to such assumption complies with the provisions of this Article Nine11, and such Officers’ Certificate and Opinion of Counsel shall be conclusive evidence as to such compliance with this Article 11.

Appears in 1 contract

Samples: Tower Automotive Inc

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineTwelve."

Appears in 1 contract

Samples: Texas Instruments Tucson Corp

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine13.

Appears in 1 contract

Samples: Wilson Greatbatch (Wilson Greatbatch Technologies Inc)

Opinion of Counsel to be Given Trustee. The TrusteePrior to execution of any supplemental indenture pursuant to this Article 13, subject to Sections 6.1 and 6.2, may the Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine13.

Appears in 1 contract

Samples: Advanced Medical Optics (Advanced Medical Optics Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article Nine.12. --

Appears in 1 contract

Samples: Indenture (Axcelis Technologies Inc)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may shall receive an Officers' Certificate and Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange or other disposition and any such assumption complies with the provisions of this Article Nine.. ARTICLE TEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Appears in 1 contract

Samples: Hovnanian Enterprises Inc

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence 75 87 that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineTwelve.

Appears in 1 contract

Samples: Indenture (Imclone Systems Inc/De)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, leaseconveyance, exchange transfer or other disposition lease and any such assumption complies with the provisions of this Article Nine12.

Appears in 1 contract

Samples: Indenture (Ryerson Tull Inc /De/)

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 and 6.2, may shall receive an Officers' Certificate and Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange or other disposition and any such assumption complies with the provisions of this Article Nine.

Appears in 1 contract

Samples: Hovnanian Enterprises Inc

Opinion of Counsel to be Given Trustee. The Trustee, -------------------------------------- subject to Sections 6.1 7.01 and 6.27.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineEleven.

Appears in 1 contract

Samples: Zenith Electronics Corp

Opinion of Counsel to be Given Trustee. The Trustee, subject to Sections 6.1 7.01 and 6.27.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease, exchange conveyance or other disposition lease and any such assumption complies with the provisions of this Article NineEleven.

Appears in 1 contract

Samples: Article Twelve (Zenith Electronics Corp)

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