Common use of Officers' Certificate and Opinion of Counsel Clause in Contracts

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 11 contracts

Samples: Indenture (Brookdale Living Communities Inc), Indenture (Owens Corning), Sabre Holdings Corp

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Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 9 contracts

Samples: Interest and Dividends, Nationwide Health Properties Inc, Comdisco Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.01, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 6 contracts

Samples: Black Beauty Coal Co, Black Beauty Coal Co, Kerr McGee Corp /De

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 6 contracts

Samples: Gatx Financial Corp, Gatx Corp, SPSS Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, Trustee shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 5 contracts

Samples: Indenture (Pep Boys Manny Moe & Jack), Worldcom Inc /Ga/, Worldcom Inc /Ga/

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 Section 6.1 and 603Section 6.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 4 contracts

Samples: UAG Chantilly AU, LLC, Penske Automotive Group, Inc., United Nissan Inc / Tn

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 4 contracts

Samples: Monsanto Co /New/, Integrated Circuit Systems Inc, Sabre Holding Corp

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.02, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Samples: Indenture (Ford Motor Co), Ford Motor Co, Ford Motor Co

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINENINE Supplemental Indentures

Appears in 3 contracts

Samples: Monsanto Co, Gap Inc, Monsanto Co

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.02, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Samples: Ford Motor Co, Mpower Holding Corp, Ford Motor Co

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 3 contracts

Samples: Valero Energy Corp/Tx, Merrill Lynch Preferred Funding I Lp, Comdisco Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor corporation, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 3 contracts

Samples: Indenture (Onb Capital Trust Vi), Old National Bancorp /In/, Onb Capital Trust Vi

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, -------------------------------------------- Trustee shall receive and shall be entitled to rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided for relating to this Articlesuch transaction have been complied with. ARTICLE NINE

Appears in 3 contracts

Samples: Indenture (Worldcom Inc /Ga/), Level 3 Communications Inc, Level 3 Communications Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.3, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumptionassumption and any such supplemental indenture, if any, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant and that all conditions precedent herein provided relating to this Article. ARTICLE NINEsuch transactions have been complied with.

Appears in 3 contracts

Samples: Tenneco Inc, Tenneco Automotive Operating Co Inc, Gatx Corp

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and conclusively rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 3 contracts

Samples: Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc), McCormick & Co Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.01, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 3 contracts

Samples: Indenture (Peabody Energy Corp), Indenture (Peabody Energy Corp), Cottonwood Land Co

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 3 contracts

Samples: Indenture (McCormick & Co Inc), Indenture (McCormick & Co Inc), McCormick & Co Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive an Officers' Certificate and an Opinion opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 2 contracts

Samples: Owens Corning Capital Ii, Owens Corning

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall receive be provided with an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Samples: Indenture (Valero Energy Corp/Tx), Valero Energy Corp/Tx

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 2 contracts

Samples: Indenture (Gap Inc), Gap Inc

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Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Syngenta Finance N.V.

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.03, shall may receive an Officers' Officer's Certificate and an Opinion of Counsel Counsel, if required, as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Shareholders Agreement

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.01 and 6036.03, shall receive be provided an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this ArticleEight. ARTICLE NINE

Appears in 1 contract

Samples: Indenture (Ford Motor Credit Co LLC)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyancesale, transfer assignment, transfer, lease, conveyance or leaseother disposition, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: United States Filter Corp

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 6.03, shall may receive an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, if required, as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Indenture (Chrysler Group LLC)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEArticle Nine Supplemental Indentures

Appears in 1 contract

Samples: Supplemental Indenture (Merrill Lynch & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEEight.

Appears in 1 contract

Samples: Indenture (Anixter International Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 ‎6.01 and 603‎6.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Syngenta Ag

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor entity, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE

Appears in 1 contract

Samples: American General Capital Iv

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, merger, sale or conveyance, transfer or lease, and any such assumptionassumption by the successor corporation, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. <PAGE> 62 ARTICLE NINE

Appears in 1 contract

Samples: Indenture (American General Finance Corp)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINEVIII.

Appears in 1 contract

Samples: Indenture (McCormick & Co Inc)

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 6.1 and 6036.2, shall may receive and conclusively rely upon an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this ArticleVIII. ARTICLE NINEARTICLE

Appears in 1 contract

Samples: McCormick & Co Inc

Officers' Certificate and Opinion of Counsel. The Trustee, subject to the provisions of Sections 601 and 603Section 601, shall may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, transfer or lease, and any such assumption, complies with the provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. ARTICLE NINE.

Appears in 1 contract

Samples: Health Care Property Investors Inc

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