Common use of Officer’s Certificate and Opinion of Counsel to Be Given to Trustee Clause in Contracts

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive (and shall be conclusively entitled to rely upon) an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent in this Article 11 to such transaction and any related supplemental indenture have been satisfied and that the supplemental indenture is the valid, binding obligations of the Successor Company, enforceable against such Successor Company in accordance with its terms, such Opinion of Counsel to be subject to customary exceptions.

Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, conveyance, transfer, sale, lease or other disposition shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer assignment, transfer, lease or lease shall be effective unless other disposition complies with the Trustee shall receive (and shall be conclusively entitled to rely upon) an Officer’s Certificate and an Opinion requirements of Counsel stating that all conditions precedent in this Article 11 to such transaction and any related supplemental indenture have been satisfied Indenture and that the such supplemental indenture, if a supplemental indenture is required in connection with such transaction, constitutes the validlegal, valid and binding obligations obligation of the Successor Company, enforceable against such Successor Company in accordance with its terms, such Opinion of Counsel to be surviving entity subject to customary exceptions.