ServiceMagic 2012 Annual Report Download - page 214

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(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 11.05) stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.
Each certificate and opinion with respect to compliance by or on behalf of the Issuer or any Guarantor with a
condition or covenant provided for in this Indenture (other than the Officer’s Certificate required by Sections 3.01 or 4.04) shall
comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture and shall include:
(1)
a statement that the Person making such certificate or opinion has read such covenant or condition
and the definitions herein relating thereto;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based;
(3)
a statement that, in the opinion of such Person, it or he or she has made such examination or
investigation as is necessary to enable it or him or her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and
(4)
a statement as to whether or not, in the opinion of such Person, such covenant or condition has been
complied with; provided , however , that with respect to such matters of fact an Opinion of Counsel may rely on an Officer’
s
Certificate or certificate of public officials, and provided , further , that an Opinion of Counsel may have customary
qualifications for opinions of the type required.
The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may
make reasonable rules for their functions.
If a payment date is not a Business Day, payment may be made on the next succeeding Business Day, and no
interest shall accrue for the intervening period.
This Indenture, the Notes and the Note Guarantees shall be governed by and construed in accordance
with the laws of the State of New York.
EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 11.05. Statements Required in Certificate and Opinion
.
SECTION 11.06.
Rules by Trustee and Agents
.
SECTION 11.07. Business Days
.
CTION 11.08. Governing Law
.
SECTION 11.09. Waiver of Jury Trial
.