Bringdown Certificates Sample Clauses

Bringdown Certificates. Without limiting Section 4.7, during the term of this Agreement,
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Bringdown Certificates. Without limiting Section 4.7, during the term of this Agreement, each time the Issuer files:‌
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Bringdown Certificates. (i) A certificate in the form attached hereto as Exhibit D-1, duly executed by the Sellers’ Representative as of the Closing Date, and (ii) a certificate in the form attached hereto as Exhibit D-2, duly executed by the Company as of the Closing Date, in each case to the effect that the conditions set forth in Sections 7.1(c) and (d) have been satisfied.
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Bringdown Certificates. 40 3.25 . . . . . . . . . . . . . . . . . . . . . . . 41 3.27 Lending Relationships. . . . . . . . . . . . . 41 3.28 Other Approvals, Consents, Documents and Opinions 41 4. Representations and Warranties. . . . . . . . . . . 41 4.1
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Bringdown Certificates. Lender shall have received a certificate, dated as of the Effective Date and in form and substance satisfactory to Lender, of (a) the Chief Executive Officer and Chief Financial Officer of Borrower, to the effect that (i) no Default or Event of Default shall have occurred and be continuing or shall exist immediately following the effectiveness of Section 2; (ii) all representations and warranties of such Person or any Subsidiary such Person set forth herein or in any other Loan Document (other than those that speak as of a specific date) are true and correct in all material respects on the Effective Date as if made on and as of the Effective Date; and (iii) all other conditions precedent set forth in this Section 3 have been satisfied; and (b) the Chief Executive Officer and Chief Financial Officer of Cadiz, to the effect that (i) no Default or Event of Default with respect to Cadiz or any of its Subsidiaries other than Borrower and Borrower's Subsidiaries shall have occurred and be continuing or shall exist immediately following the effectiveness of Section 2; and (ii) all representations and warranties of Cadiz set forth in the Cadiz Agreement or in any other Loan Document (other than those that speak as of a specific date) executed and delivered by Cadiz are true and correct in all material respects on the Effective Date as if made on and as of the Effective Date.
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Bringdown Certificates. The Parent Bringdown Certificate and the Company Bringdown Certificate shall not reflect a Parent Material Adverse Effect or Company Material Adverse Effect, as applicable.
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Bringdown Certificates. Each of the Companies shall deliver to the Investor a Bringdown Certificate signed by an authorized officer of each of the Companies. In the event that any of the Companies delivers a Bringdown Certificate that discloses that any representation or warranty set forth in sections 3.1 and/or 3.2, as the case may be, has changed, and such disclosure reveals that a Material Adverse Change has occurred, the Investor, in addition to all other rights and remedies available to the Investor at law or otherwise, shall be entitled, at its sole and absolute discretion, to refuse to purchase any of the Convertible Debentures and shall be released of any further obligations under this Agreement.
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Bringdown Certificates. (i) A customary bringdown certificate in form and substance reasonably satisfactory to the Purchaser, duly executed by each Seller as of the Closing Date, (ii) a customary bringdown certificate in form and substance reasonably satisfactory to the Purchaser, duly executed by an authorized officer of the Acquired Companies as of the Closing Date, and (iii) a customary bringdown certificate in form and substance reasonably satisfactory to the Purchaser, duly executed by an authorized officer of the Blockers as of the Closing Date, with respect to the matters applicable to the delivering Party set forth in Sections 8.1(c) (Representations and Warranties) and 8.1(d) (Performance of Obligations).
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Related to Bringdown Certificates

  • Certificate No 2-A-6-[__] Cut-off Date: October 1, 2002 First Distribution Date: November 25, 2002 Last Scheduled Distribution Date: December 25, 2032 Pass-Through Rate: 6.000% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination"): Initial Certificate Principal Balances of all Certificates $7,600,000 of this Class: CUSIP: 55265K MK 2 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ASSET SECURITIZATION TRUST 2002-7 Mortgage Pass-Through Certificates, Series 2002-7 Class 2-A-6 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of three pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that _______________ is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Warburg Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank Minnesota, N.A., as master servicer (the "Servicer"), xxx Xachovia Bank, National Association, as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in Loan Group 2 pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

  • The Trust Certificates The Trust Certificates shall be issued in minimum denominations of $100,000 and integral multiples thereof; provided, however, that one Trust Certificate may be issued in such denomination as required to include any residual amount. The Trust Certificates shall be executed by the Owner Trustee on behalf of the Issuer by manual or facsimile signature (which signature may be a scanned electronic version) of an authorized officer of the Owner Trustee and shall have deemed to have been validly issued when so executed and authenticated (as set forth in Section 3.03 below). Trust Certificates bearing the manual or facsimile signatures (which signature may be a scanned electronic version) of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee, shall be validly issued and binding obligations of the Issuer and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Owner Trustee May Own Certificates and Notes The Owner Trustee, in its individual or any other capacity, may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Servicer, the Administrator and the Indenture Trustee in banking transactions with the same rights as it would have if it were not Owner Trustee.

  • Other Certificates Any other certificates of approval, acceptance or compliance required by Lender from any Governmental Authority having jurisdiction over the Mortgaged Property and the Repairs.

  • Legend on Certificates The certificates representing the Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Authentication of Trust Certificates On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

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