Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 28 contracts
Sources: Stock Purchase Contract Agreement (Widepoint Corp), Purchase Contract Agreement (Public Service Co of New Mexico), Purchase Contract Agreement (Phoenix Companies Inc/De)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 7.1 and 7.037.3, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 13 contracts
Sources: Purchase Contract Agreement (Dominion Resources Capital Trust Iv), Purchase Contract Agreement (Keyspan Trust Iii), Purchase Contract Agreement (Georgia Pacific Corp)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall be entitled to receive an Officers' ’ Certificate and an Opinion of Counsel and rely thereon as conclusive evidence that any such merger, consolidation, share exchange, conveyance or sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease conveyance or conveyance sale have been met.
Appears in 13 contracts
Sources: Purchase Contract and Pledge Agreement (Spire Missouri Inc), Purchase Contract and Pledge Agreement (South Jersey Industries Inc), Purchase Contract and Pledge Agreement (Spire Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 8 contracts
Sources: Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 7 contracts
Sources: Purchase Contract Agreement (Supervalu Inc), Purchase Contract Agreement (Pmi Group Inc), Purchase Contract Agreement (Pmi Group Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 6 contracts
Sources: Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Great Plains Energy Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignmentconveyance, transfer, lease or conveyanceother disposition, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignmentconveyance, transfer, lease transfer or conveyance other disposition have been met.
Appears in 6 contracts
Sources: Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Archer Daniels Midland Co), Purchase Contract and Pledge Agreement (E Trade Financial Corp)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 7.1 and 7.037.3, shall receive an Officers' Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 4 contracts
Sources: Purchase Contract Agreement (Hovnanian Enterprises Inc), Purchase Contract Agreement (Pp&l Capital Funding Trust I), Purchase Contract Agreement (Pp&l Capital Funding Trust I)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 4 contracts
Sources: Purchase Contract Agreement (Brookdale Senior Living Inc.), Purchase Contract Agreement (International Flavors & Fragrances Inc), Purchase Contract Agreement (Tyson Foods Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall be entitled to receive an Officers' Officer’s Certificate and an Opinion of Counsel and rely thereon as conclusive evidence that any such merger, consolidation, share exchange, conveyance or sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease conveyance or conveyance sale have been met.
Appears in 4 contracts
Sources: Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement (Southern Co), Purchase Contract and Pledge Agreement (American Electric Power Co Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumptionassumption under Section 10.01(i)(b), complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 3 contracts
Sources: Purchase Contract Agreement (BrightSpring Health Services, Inc.), Purchase Contract Agreement (BrightSpring Health Services, Inc.), Purchase Contract Agreement (BrightSpring Health Services, Inc.)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 7.1 and 7.037.3, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 3 contracts
Sources: Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (PPL Energy Supply LLC)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 3 contracts
Sources: Unit Purchase Agreement (PNM Resources Inc), Purchase Contract Agreement (Pp&l Capital Funding Inc), Purchase Contract Agreement (PNM Resources Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been metcomplied with.
Appears in 3 contracts
Sources: Purchase Contract Agreement (MTS Systems Corp), Purchase Contract Agreement (Anadarko Petroleum Corp), Purchase Contract Agreement (Genesee & Wyoming Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignmentconveyance, transfer, lease assignment or conveyanceother disposition, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchangeconversion, sale, assignmentconveyance, transfer, lease assignment or conveyance other disposition have been met.
Appears in 2 contracts
Sources: Purchase Contract and Pledge Agreement (PPL Corp), Purchase Contract and Pledge Agreement (PPL Corp)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel and may rely thereon as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease sale or conveyance, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease sale or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such amalgamation, merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Post Holdings, Inc.), Purchase Contract Agreement (McDermott International Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Albertsons Inc /De/), Purchase Contract Agreement (Baxter International Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Cinergy Corp), Purchase Contract Agreement (Public Service Enterprise Group Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyancedisposition, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and an Officers' Certificate that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Chubb Corp), Purchase Contract Agreement (Chubb Corp)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeamalgamation, sale, assignment, transfer, lease or conveyance, and any such assumptionassumption under Section 10.01(i)(b), complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchangeamalgamation, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (GFL Environmental Inc.), Purchase Contract Agreement (GFL Environmental Holdings Inc.)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall be entitled to receive an Officers' Officer’s Certificate and an Opinion of Counsel and rely thereon as conclusive evidence that any such merger, consolidation, share exchange, conveyance or sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease conveyance or conveyance sale have been met.
Appears in 2 contracts
Sources: Purchase Contract and Pledge Agreement (Anthem, Inc.), Purchase Contract and Pledge Agreement (Exelon Corp)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, Agent shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met, subject to customary qualifications and assumptions.
Appears in 2 contracts
Sources: Purchase Contract Agreement, Purchase Contract Agreement (Dynegy Inc.)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Beazer Homes Usa Inc), Purchase Contract Agreement (Citigroup Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Beazer Homes Usa Inc), Purchase Contract Agreement (Citigroup Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignmentconveyance, transfer, lease or conveyancedisposition, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article 7 and that all conditions precedent to the consummation of any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (Legg Mason Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall be entitled to receive an Officers' ’ Certificate and an Opinion of Counsel and rely thereon as conclusive evidence that any such merger, consolidation, share exchangeconveyance, sale, assignment, transfer, lease transfer or conveyancelease, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, share exchangeconveyance, sale, assignment, transfer, transfer or lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (United Technologies Corp /De/)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an 60 Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract Agreement (Phoenix Companies Inc/De)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (Assured Guaranty LTD)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyancedisposition, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignmentconveyance, transfer, lease transfer or conveyance other disposition have been met.
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (PNM Resources Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchangeconversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 8.01 and 7.03Section 8.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been metcomplied with.
Appears in 1 contract
Sources: Purchase Contract Agreement (Kindred Healthcare, Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, consolidationconveyance, share exchange, sale, assignment, transfer, lease transfer or conveyancelease, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, consolidationconveyance, share exchange, sale, assignment, transfer, transfer or lease or conveyance have been met.
Appears in 1 contract
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03Section 7.01, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract Agreement (Scottish Re Group LTD)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 Section 9.01 and 7.03Section 9.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall receive an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease sale or conveyance, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease sale or conveyance have been met.
Appears in 1 contract
Sources: Series a Purchase Contract and Pledge Agreement (Dominion Energy Inc /Va/)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections 7.01 and 7.03Section 7.01, shall receive an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.
Appears in 1 contract
Sources: Purchase Contract Agreement (Ambac Financial Group Inc)
Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent. The Purchase Contract Agent, subject to Sections Section 7.01 and Section 7.03, shall be entitled to receive an Officers' ’ Certificate and an Opinion of Counsel and rely thereon as conclusive evidence that any such merger, consolidation, share exchangearrangement, amalgamation, sale, assignment, transfer, lease or conveyanceother transfer, and any such assumption, complies with the provisions of this Article 9 and that all conditions precedent to the consummation of any such merger, consolidation, share exchangearrangement, amalgamation, sale, assignment, transfer, lease or conveyance other transfer have been met.
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (Algonquin Power & Utilities Corp.)