Down Certificate definition

Down Certificate means a certificate of each Vendor and the Purchaser deliverable on Closing, confirming that all of the representations and warranties of each Vendor and the Purchaser, as applicable, set out herein are true and complete as of the Closing Date.
Sample 1Sample 2
Down Certificate. A certificate dated as of the Closing Date, in form reasonably acceptable to Buyer, signed by each Seller certifying as to the conditions set forth in Sections 7.01, 7.02, 7.05, 7.06 and Section 7.13; and
Sample 1
Down Certificate means a certificate delivered on or after the Bring Down Date certifying that: (i) the MAE Condition has been satisfied as though references in the MAE Condition to the Closing Date were references to the Bring Down Date; and (ii) the terms of employment of any of the Key Managers have not been amended or terminated, and no notice of any such termination has been given by any of the Target Companies;
Sample 1

Examples of Down Certificate in a sentence

  • A statutory warranty deed in the form and substance reasonably satisfactory to Purchaser, conveying to Purchaser good, fee simple, title to the Property with the legal description provided in the Title Commitment, subject only to the Permitted Encumbrances; (sic) (c) Title Affidavits; Bring Down Certificate.

  • No Class A Member shall have an obligation to make a Capital Contribution pursuant to this Section 4.1(b)(i) unless the Company has issued a Bring Down Certificate to such Class A Member and the Board has issued a Capital Call to such Class A Member.

  • All of Seller’s representations and warranties set forth in Section 17.1 shall be deemed to have been remade on and as of the Closing Date, and Seller shall deliver to Buyer at the Closing the Seller Bring Down Certificate, which certificate shall be subject to all limitations on liability and survival, limitations on Seller’s knowledge and other matters set forth elsewhere in this Agreement (to the same effect as if the statements made in such certificate were included in Section 17.1).

  • The Administrative Agent shall have received the most recently required Wind Down Certificate or Canadian Borrowing Base Certificate, as applicable, with each such Wind Down Certificate or Borrowing Base Certificate, as applicable, including schedules as required by this Agreement.

  • A Draw Down Certificate setting forth the terms and conditions of the Notes has been signed prior to the issue of the Notes by a managing director of the Issuer.

  • The representations and warranties of Seller contained in Section 17 and elsewhere in this Agreement were true in all material respects when made, and are true in all material respects as of the Closing Date and Buyer shall have received a certificate signed by an authorized officer of Seller to that effect ("Seller's Date Down Certificate").

  • All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to Seller’s Bring Down Certificate and Purchaser’s Bring Down Certificate, as applicable.

  • Escrow Holder shall disburse to Seller the Saatchi Lease Assignment, the General Assignment, a copy of the fully executed Tenant Notification Letter, a copy of Buyer’s authorization documents, closing statement and the Buyer Bring Down Certificate, and record-marked counterpart originals of the Assignment of Ground Sublease, the Restriction Agreement and the Ground Sublease Rights Agreement.

  • The Bring Down Certificate required under the terms of this Agreement.

  • The effectiveness of the Fourth Modification Documents shall be conditioned upon, at the Bank’s option: (a) the execution and delivery of this Fourth Amendment to Loan and Security Agreement and the other Fourth Modification Documents by all of the parties thereto; and (b) the receipt by Bank of all other documents and certificates reasonably requested by Bank and its counsel including without limitation, the Bring Down Certificate for each Borrower.


More Definitions of Down Certificate

Down Certificate. A Bring Down Certificate dated as of the Closing Date to the effect that, except as noted in such certificate, each representation and warranty made by Purchaser herein is true and correct in all material respects on and as of the date of such certificate with the same effect as though each such representation or warranty had been made or given on and as of such date and that Purchaser has performed and complied with all the terms, covenants and conditions set forth herein which are 35 to be performed or complied with by Purchaser before as of the Closing.
Sample 1
Down Certificate. A certificate in the form of Exhibit B, dated as of the Closing Date certifying as to the conditions set forth in Sections 7.01, 7.02, 7.05, 7.06 and 7.12; and
Sample 1

Related to Down Certificate

  • Class N Certificate means any of the Certificates with a "Class N" 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.

  • 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.

  • Final Certificate means the final certificate issued by the Engineer-in-Charge in accordance with the provisions hereof.

  • Class K Certificate means any of the Certificates with a "Class K" 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.

  • Supplemental Certificate shall have the meaning specified in Section 6.03.

  • Trust Certificate means a certificate evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form of Exhibit A to the Trust Agreement.

  • 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.

  • 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.

  • 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 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.

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Physical Certificate As specified in the Preliminary Statement.

  • Non-Bank Certificate has the meaning specified in Section 3.01(b).

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • 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 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 L Certificate means any of the Certificates with a "Class L" 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.

  • Satisfaction Certificate means the certificate materially in the form of the document contained in Call Off Schedule 5 (Testing) granted by the Customer when the Supplier has Achieved a Milestone or a Test;

  • Certificate Register and Certificate Registrar The register maintained and the registrar appointed, respectively, pursuant to Section 5.03.

  • 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.

  • Lien Certificate means, with respect to a Financed Vehicle, an original certificate of title, certificate of lien or other notification issued by the Registrar of Titles of the applicable state to a secured party which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which the original certificate of title is required to be given to the Obligor, the term “Lien Certificate” shall mean only a certificate or notification issued to a secured party. For Financed Vehicles registered in states which issue confirmation of the lienholder’s interest electronically, the “Lien Certificate” may consist of notification of an electronic recordation, by either a third party service provider or the relevant Registrar of Titles of the applicable state, which indicates that the lien of the secured party on the Financed Vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state.

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

  • Credit certificate means a certificate issued by the allocating agency to a taxpayer that specifies the amount of affordable housing tax credits that can be applied against the taxpayer’s individual or corporate income tax, or franchise, captive insurance premium, or insurance premium tax liability as provided in this subchapter.

  • Note Certificate means a certificate issued to each Registered Holder in respect of its registered holding of Notes;