Updated Certificates Sample Clauses

Updated Certificates. At any time prior to Closing, Seller may revise and update the Disclosure Schedules attached to this Agreement and provide changes, additions or exceptions thereto by providing a written certificate (each, a “Seller’s Update Certificate”) to Purchaser setting forth such information. If the Closing occurs, any Seller’s Update Certificate shall be effective for all purposes (including for purposes of indemnification under ARTICLE XII) except as set forth herein. At Closing, all representations and warranties shall be deemed modified by all such Seller’s Update Certificates. Seller shall be required to provide such Seller’s Update Certificates to Purchaser not later than ten (10) Business Days prior to the proposed Closing Date. Purchaser shall have ten (10) Business Days from receipt of any Seller’s Update Certificates to determine reasonably whether such Seller’s Update Certificates disclose a Material Adverse Effect, to notify Seller of such determination and, at Purchaser’s option, terminate this Agreement pursuant to Section 13.02, herein. Notwithstanding the foregoing and for the avoidance of doubt, in the event a Seller’s Update Certificate delivered to Purchaser by Seller: (i) discloses a breach or default by Seller of any of the Contracts, Governmental Approvals or Licenses that pertain to the Ashtabula III Project, or (ii) is provided to correct an untrue or incorrect statement of fact or omission arising from the willful misconduct or fraud of Seller which such breach, default, untrue or incorrect statement of fact or omission causes a Material Adverse Effect, Purchaser shall have the rights set forth in Section 13.03 as its sole and exclusive remedy.
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Related to Updated Certificates

  • Certificate Forms SECTION 2.1 Forms of Certificates Generally............................................................ 18 SECTION 2.2 Form of Agent's Certificate of Authentication.............................................. 19

  • Certificate No 1-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: Variable in accordance with the Agreement Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates $70,640,000 of this Class: CUSIP: 576434 WV 2 ISIN: US576434WV28 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 1-A-1 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 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, the Trust Administrator, the Trustee or the Custodians 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 Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans 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 Trust Administrator.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Restated Certificate The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Unlegended Certificates In connection with the offering of any Registrable Securities registered pursuant to this Section 2, the Company shall (i) facilitate the timely preparation and delivery to the Purchasers and the underwriters, if any, participating in such offering, of unlegended certificates representing ownership of such Registrable Securities being sold in such denominations and registered in such names as requested by the Purchasers or such underwriters and (ii) instruct any transfer agent and registrar of such Registrable Securities to release any stop transfer orders with respect to any such Registrable Securities.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Class A Certificates 11 Class A-L Regular Interests...................................................................11 Class C-B-1 Certificates......................................................................12 Class C-B-1-L Regular Interest................................................................12 Class C-B-2 Certificates......................................................................12 Class C-B-2-L Regular Interest................................................................12 Class C-B-3 Certificates......................................................................12 Class C-B-3-L Regular Interest................................................................12 Class C-B-4 Certificates......................................................................12 Class C-B-4-L Regular Interest................................................................12 Class C-B-5 Certificates......................................................................12 Class C-B-5-L Regular Interest................................................................12 Class C-B-6 Certificates......................................................................12 Class C-B-6-L Regular Interest................................................................12 Class C-P Certificates........................................................................12 Class C-P-L Regular Interest..................................................................12 Class C-P-M Regular Interest..................................................................13 Class C-X Certificates........................................................................13 TABLE OF CONTENTS (continued)

  • Reports and Certificates Each report and certificate delivered in connection with the Issuance Advice Letter or delivered in connection with any Advice Letter made to the CPUC by the Issuer with respect to the Fixed Recovery Charges or True-Up Adjustments will constitute a representation and warranty by the Servicer that each such report or certificate, as the case may be, is true and correct in all material respects; provided, however, that to the extent any such report or certificate is based in part upon or contains assumptions, forecasts or other predictions of future events, the representation and warranty of the Servicer with respect thereto will be limited to the representation and warranty that such assumptions, forecasts or other predictions of future events are reasonable based upon historical performance (and facts known to the Servicer on the date such report or certificate is delivered).

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