Trustee to Sign Amendments. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee shall receive and (subject to Sections 7.1 and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 4 contracts
Sources: Indenture (Surgery Partners, Inc.), Indenture (Surgery Partners, Inc.), Indenture (Surgery Partners, Inc.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this IndentureIndenture or a release of a Guarantor pursuant to Section 10.2(b).
Appears in 4 contracts
Sources: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate of the Issuer and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 4 contracts
Sources: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc), Indenture (Axalta Coating Systems Ltd.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 4 contracts
Sources: Indenture (Booz Allen Hamilton Holding Corp), Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuers, enforceable against the Issuer or any Guarantor, as the case may be, Issuers in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 3 contracts
Sources: Indenture (PPD, Inc.), Indenture (Axalta Coating Systems Ltd.), Indenture (Axalta Coating Systems Ltd.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee subject to execute any amendment or supplement adding a new Guarantor under this Indenturecustomary exceptions.
Appears in 3 contracts
Sources: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.), Indenture (Solgar)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legally valid and binding obligation of the Issuer, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement entered into in connection with adding a new Guarantor or Guarantors (in the form attached to this Indenture) under this Indenture.
Appears in 2 contracts
Sources: Indenture (PPD, Inc.), Indenture (PPD, Inc.)
Trustee to Sign Amendments. The Trustee shall will sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive will be entitled to receive, and (subject to Sections Section 7.1 and 7.2 hereofSection 7.2) shall will be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuers, enforceable against the Issuer or any Guarantor, as the case may be, Issuers in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 2 contracts
Sources: Indenture (Neiman Marcus Group LTD Inc.), Indenture (Neiman Marcus Group LTD Inc.)
Trustee to Sign Amendments. The Trustee and the Notes Collateral Agent shall sign any amended or supplemental indenture indenture, security documents or intercreditor agreements authorized pursuant to this Article Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended Trustee or supplemental indenture until the Board of Directors of the Issuer approves itNotes Collateral Agent, as applicable. In executing any amended or supplemental indenture, the Trustee shall will be entitled to receive and (subject to Sections 7.1 7.1 and 7.2 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 Section 13.2 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or security documents or intercreditor agreements is authorized or permitted by this Indenture and is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel will shall be required for in connection with the Trustee to execute any amendment or supplement adding addition of a new Guarantor under this IndentureIndenture upon execution and delivery by such Guarantor and the Trustee of a Guarantor Supplemental Indenture and delivery of an Officer’s Certificate.
Appears in 2 contracts
Sources: Indenture (Ryan Specialty Holdings, Inc.), Indenture (Ryan Specialty Group Holdings, Inc.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement, or supplemental indenturewaiver, the Trustee shall receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Sections 7.1 and 7.2 hereofSection 7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof13.02, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is validthe legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against the Issuer or any Guarantor, as the case may be, them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no an Officer’s Certificate and an Opinion of Counsel will shall not be required for in connection with the Trustee to execute addition of any amendment or supplement adding a new Guarantor under this Indenture on the Issue Date upon execution and delivery by such Guarantor and the Trustee of a Supplemental Indenture in the form of Exhibit C to this Indenture.
Appears in 2 contracts
Sources: Supplemental Indenture (Kronos Worldwide Inc), Indenture (Kronos Worldwide Inc)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legally valid and binding obligation of the Issuer, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement entered into in connection with adding a new Guarantor under this IndentureIndenture or releasing a Guarantor pursuant to Section 10.2(b) hereof.
Appears in 1 contract
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuers, enforceable against the Issuer or any Guarantor, as the case may be, Issuers in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement entered into in connection with (a) adding a new Guarantor under this IndentureIndenture or (b) releasing a Guarantor due to the release or discharge of the Indebtedness or guarantee that resulted in the grant of a Guarantee.
Appears in 1 contract
Sources: Indenture (PPD, Inc.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legally valid and binding obligation of the Company, binding and enforceable against the Issuer or any Guarantor, as the case may be, Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement entered into in connection with adding a new Guarantor under this IndentureIndenture or releasing a Guarantor pursuant to Section 10.2(b) hereof.
Appears in 1 contract
Sources: Indenture (Ii-Vi Inc)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections Section 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is validthe legal, valid and binding obligation of the Company and any Subsidiary Guarantors, enforceable against the Issuer or any Guarantor, as the case may be, them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.3). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Subsidiary Guarantor under this Indenture.
Appears in 1 contract
Sources: Indenture (Brunswick Corp)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legally valid and binding obligation of the Issuer, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement entered into in connection with adding a new Guarantor under this IndentureIndenture or releasing a Guarantor pursuant to Section 10.2(b)(5) hereof.
Appears in 1 contract
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate of the Issuer and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. All fees, costs and expenses, including reasonable attorneys’ fees, costs and expenses, incurred in connection with any amendment, modification or supplement shall be payable by the Issuer.
Appears in 1 contract
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is validthe legal, valid and binding obligation of the Issuer and any Guarantors, enforceable against the Issuer or any Guarantor, as the case may be, them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.3). Notwithstanding the foregoing, no Opinion of Counsel will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 1 contract
Sources: Indenture (American Axle & Manufacturing Holdings Inc)
Trustee to Sign Amendments. The Trustee shall will sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive receive, and (subject to Sections Section 7.1 and 7.2 hereofSection 7.2) shall will be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 1 contract
Sources: Indenture (Leslie's, Inc.)
Trustee to Sign Amendments. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee shall receive and (subject to Sections 7.1 and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 12.2 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid, binding and enforceable against the Issuer or any GuarantorCompany and the Guarantors party thereto, as the case may beif any, in accordance with its terms. Notwithstanding anything in this Indenture to the foregoingcontrary, no Opinion of Counsel will shall be required for solely in connection with the Trustee to execute any amendment or supplement adding addition of a new Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit B, and delivery of an Officer’s Certificate.
Appears in 1 contract
Sources: Indenture (Versum Materials, Inc.)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legally valid and binding obligation of the Issuer, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement entered into in connection with adding a new Guarantor under this IndentureIndenture or releasing a Guarantor pursuant to Section 10.2(b) hereof.
Appears in 1 contract
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is validthe legal, valid and binding obligation of the Company and any Subsidiary Guarantors, enforceable against the Issuer or any Guarantor, as the case may be, them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.3). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Subsidiary Guarantor under this Indenture.
Appears in 1 contract
Sources: Indenture (Blockbuster Inc)
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Officer’s Certificate of Parent Guarantor or the Issuer and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by or complies with this Indenture, that all conditions precedent to such amendment required by this Indenture have been complied with and that such amendment, supplement or waiver is validthe legal, valid and binding and obligation of the Issuer, enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 1 contract
Trustee to Sign Amendments. The Trustee shall sign any amended amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if the amendment amendment, supplement or supplement waiver does not not, in the sole determination of the Trustee, adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer If it does, the Trustee may but need not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing signing any amended amendment, supplement or supplemental indenturewaiver pursuant to this Article IX, the Trustee shall receive be entitled to receive, and (subject to Sections 7.1 and 7.2 hereof7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by referenced in Section 13.4 hereof13.2, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is validthe legal, valid and binding obligation of the Issuer and any Guarantors, enforceable against the Issuer or any Guarantor, as the case may be, them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.3). Notwithstanding the foregoing, no Opinion of Counsel will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Appears in 1 contract
Sources: Indenture (American Axle & Manufacturing Holdings Inc)
Trustee to Sign Amendments. The Trustee shall sign execute any amended modification, amendment, supplement or supplemental indenture waiver authorized pursuant to this Article IX if 9; provided that the amendment Trustee may, but shall not be obligated to, execute any such modification, amendment, supplement or supplement does not waiver which adversely affect affects the Trustee’s own rights, duties, liabilities duties or immunities of the Trusteeunder this Indenture. The Issuer may not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee shall receive receive, and (subject to Sections 7.1 and 7.2 hereofSection 7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.4 hereof, an Opinion of Counsel and an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended any amendment, supplement or supplemental indenture is waiver authorized or permitted by pursuant to this Indenture Article 9 and, if applicable, constitutes the valid and is valid, binding and obligation of the Issuers enforceable against the Issuer or any Guarantor, as the case may be, Issuers in accordance with its termsterms (subject to customary exceptions). Such Opinion of Counsel shall be at the expense of the Issuers. Notwithstanding the foregoing, no Opinion of Counsel will shall be required for the Trustee to execute any amendment or supplement adding supplemental indenture in the form attached as Exhibit B hereto to add a new Guarantor under this IndentureGuarantor.
Appears in 1 contract
Sources: Indenture (Ellington Financial Inc.)