Buyer Certificates definition

Buyer Certificates shall have the meaning set forth in Section 2.1.
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Buyer Certificates means certificates of each Buyer to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyers) of Section 5.3 is satisfied in all respects.
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Buyer Certificates means the certificates to be delivered at Closing pursuant to Sections 1.7(a)(iii), 1.7(a)(iv) and 5.2(c).
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Examples of Buyer Certificates in a sentence

  • If Buyer uses Ethylene sold hereunder in a U.S. manufacturing process, Seller may provide Buyer Certificates of Manufacture and Delivery for such Ethylene.

  • On or before the Closing Date, Seller shall deliver to Buyer: Certificates of Good Standing issued by the Secretary of State of Colorado as to Seller's good standing in such state and as to the general partner of Seller's good standing in such state and a Certificate of Good Standing from the State of New York.

  • At the Closing, in addition to fulfilling the conditions to closing appearing herein, the Members shall deliver to the Buyer: Certificate(s), if any, representing the Company Membership Interests free of all liens, claims and encumbrances properly transmitted, and with any and all transfer, stamp or similar taxes upon the transfer of the Membership Interests to the Buyer paid in full by the Members.

  • Seller shall have delivered to Buyer Certificates -------------- of Good Standing for the Companies issued by the Secretary of State of the State of Texas as to the corporate standing of each of the Companies issued as of a date no more than 10 days prior to the Closing Date.

  • At the closing Sellers shall deliver to Buyer: Certificates for the stock described in Section 2 hereof, indorsed in blank with all necessary documentary transfer tax stamps affixed and with signatures guaranteed by a bank or trust company.

  • On or before the Closing Date, Jones shall deliver to Buyer: Certificates of Good Standing isxxxx by the Secretary of State of Colorado as to Jones's good standing in such state and a Certificate of Good Xxxxxxxg from the State of Florida.

  • Stockholders shall deliver to the Buyer Certificates for the Shares duly endorsed to the Buyer or accompanied by stock powers duly endorsed to the Buyer.

  • Any portion of the Exchange Fund which has not been transferred to the holders of Buyer Certificates or Buyer Book Entry Shares (as applicable) as of the one year anniversary of the Effective Time shall be delivered to Vidara or its designee, upon demand, and the Vidara Ordinary Shares included therein shall be sold at the best price reasonably obtainable at that time.

  • If, after the Effective Time, Buyer Certificates or Buyer Book Entry Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

  • Seller shall have delivered to Buyer Certificates of Existence and other documentation as Buyer may reasonably require to confirm Seller's status.

Related to Buyer Certificates

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Upper-Tier Certificate Any one of the Class A Certificates (other than the Class I-A-LR Certificate) and the Class B Certificates.

  • New Certificates has the meaning set forth in Section 3.04(a).

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.

  • Class A-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

  • Class B-5 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto. Class B-5 Certificateholder: The registered holder of a Class B-5 Certificate.

  • Class B-6 Certificates The Certificates designated as “Class B-6” on the face thereof in substantially the form attached hereto as Exhibit A.

  • Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-AB Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-5 hereto.

  • Class B-4 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto. Class B-4 Certificateholder: The registered holder of a Class B-4 Certificate.

  • Class B-2 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto. Class B-2 Certificateholder: The registered holder of a Class B-2 Certificate.

  • COFI Certificates As specified in the Preliminary Statement.

  • Class B-2 Certificates All Certificates bearing the class designation of "Class B-2".

  • Class B-1 Certificates All Certificates bearing the class designation of "Class B-1".

  • Class B-1 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto. Class B-1 Certificateholder: The registered holder of a Class B-1 Certificate.

  • Class B-5 Certificates The Certificates designated as “Class B-5” on the face thereof in substantially the form attached hereto as Exhibit A.

  • Class A-R Certificate The Certificate executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.

  • Class A-1 Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-1 hereto.

  • Class I-A-1 Certificate Any Certificate designated as a "Class I-A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto, representing the right to the Percentage Interest of distributions provided for the Class I-A-1 Certificates as set forth herein and evidencing a Regular Interest in REMIC II.

  • Class A-P Certificate Any one of the Certificates designated as a Class A-P Certificate.

  • Class A-7 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.