Excess Payment Certificate definition

Excess Payment Certificate means a certificate, signed by the Depositor Representative and received by the Escrow Agent prior to the Initial Release Date, (i) stating that the Closing Date Statement reflected an Excess entitling the Depositor to receive Excess Shares from the Escrow Fund pursuant to Section 1.11 of the Underlying Agreement, and (ii) setting forth (A) the amount of such claimed Excess, (B) the Parent Average Price, and (C) the number of Excess Shares to which the Depositor believes it is entitled pursuant to Section 1.11 of the Underlying Agreement. The Excess Payment Certificate shall be accompanied by a copy of the Closing Date Statement. "Expense Reimbursement Payment Certificate" shall mean a certificate, signed by the Depositor Representative and received by the Escrow Agent prior to the end of the Escrow Period, (i) stating that the Depositor is entitled, pursuant to either the Underlying Agreement or this Agreement, to be reimbursed by the Escrow Fund for specified fees, expenses and/or indemnification payments paid or required to be made by the Depositor, (ii) setting forth the amounts of the fees, expenses and/or indemnification payments for which it is seeking reimbursement hereunder, (iii) identifying the applicable provisions of the Underlying Agreement or this Agreement giving rise to such reimbursement obligations on the part of the Escrow Fund, (iv) setting forth in reasonable detail the facts and circumstances giving rise to such fees, expenses or indemnification obligations, and (v) stating the Parent Average Price and the number of Excess Shares to which the Depositor believes it is entitled.
Sample 1

Examples of Excess Payment Certificate in a sentence

  • If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of the written objection by the Stockholder Representative, the matter shall be settled by arbitration in accordance with Article XII of the Underlying Agreement or, in the case of a disagreement involving the Excess Payment Certificate, Section 1.11(c) of the Underlying Agreement.

  • Upon receipt by the Escrow Agent of (i) an Excess Payment Certificate at any time prior to the Initial Release Date, or (ii) an Expense Reimbursement Payment Certificate or an Indemnification Payment Certificate at any time on or before the last day of the Escrow Period (each a "Payment Certificate" and collectively "Payment Certificates"), the Escrow Agent shall, subject to the provisions of subsection b.

Related to Excess Payment Certificate

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Class ___ Certificate Any one of the Certificates executed and authenticated by the Trustee or the Authenticating Agent on behalf of the Depositor in substantially the form set forth in Exhibit ____ hereto.

  • 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.

  • 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.

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Gift certificate means a merchandise certificate conspicuously designated as a gift certificate, and purchased by a buyer for use by a person other than the buyer.

  • Notional Amount Certificates As specified in the Preliminary Statement.

  • Class S 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-18 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Senior Support Certificate A Senior Certificate that provides additional credit enhancement to certain other classes of Senior Certificates and designated as such in the Preliminary Statement of the Series Supplement.

  • Excess Payment means the amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Certificate Notional Amount With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • 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.

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

  • Transfer Payment Received As defined in Section 4.03.

  • Class A-S 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-8 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.

  • Claim Certificate shall have the meaning set forth in Section 8.6(a).

  • Certificate Payment Account means the account established and maintained as such pursuant to Section 4.1(c).

  • Lockout Certificates The Class A-7 Certificates.

  • 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.