Lpath Closing Financial Certificate definition

Lpath Closing Financial Certificate means a certificate executed by the Chief Executive Officer of Lpath, on behalf of Lpath and not in his personal capacity, dated as of the Closing Date, certifying (A) (i) an itemized list of each element of Lpath’s consolidated current assets and (ii) an itemized list of each element of Lpath’s consolidated total current liabilities, (B) the amount of Lpath Transaction Expenses incurred but unpaid as of the Closing Date (including an itemized list of each Transaction Expense and the Person to whom such expense is owed), and (C) the amount of Lpath Debt as of the Closing Date (including an itemized list of each Lpath Debt and the Person to whom such Lpath Debt is owed). The Lpath Closing Financial Certificate shall include a representation of Lpath, certified by the Chief Executive Officer of Lpath, that (1) such certificate includes an accurate and correct accounting and calculation of (i) all of the Lpath Transaction Expenses paid or payable at any time prior to, at or following the Closing Date, and (ii) all of the Lpath Debt outstanding as of the Closing Date, and (2) the Lpath Net Cash is greater than or equal to the amount of Lpath Debt as of the Closing Date; provided, however, the Chief Executive Officer may certify in the Lpath Closing Financial Certificate that the Lpath Debt as of the Closing Date exceeds the Lpath Net Cash as of the Closing Date by up to $250,000 in the aggregate, and if Lpath Debt as of the Closing Date exceeds the Lpath Net Cash as of the Closing Date, the Lpath Allocation Percentage shall be reduced by 0.1 percent in the aggregate.
Sample 1

Related to Lpath Closing Financial Certificate

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • 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.

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • 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.

  • Final Certificate in relation to the work shall mean the certificate regarding the satisfactory compliance, performance and fulfillment of all Contractual Obligations as issued by the Head of SBU & PC – Rock Phosphate.

  • Digital Certificate means an electronic device used to verify identity or protect electronic messages.

  • Initial Certification As defined in Section 2.02(a) hereof.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Retail Certificates A Senior Certificate, if any, offered in smaller minimum denominations than other Senior Certificates, and designated as such in the Series Supplement.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Initial Certificate Principal Balance With respect to each Class of Certificates, the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date, as set forth in the Series Supplement.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • type-approval certificate means the document whereby the approval authority officially certifies that a type of vehicle, system, component or separate technical unit is approved;

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • 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 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.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

  • Private Certificate As specified in the Preliminary Statement.

  • 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.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.