Related to That certain
Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.
Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 18.3 (Records and Audit Access);
Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by Parent, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Counsel, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.
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.
Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.
Unit Certificate is defined in Section 7.2.
Solvency Certificate means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.
Representation means any representation as to fact or law, including a representation as to the state of mind of—
DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.
Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.
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.
Acquisition Agreement Representations means the representations made by or with respect to EFS and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Company has the right to terminate the Company’s obligations under the Acquisition Agreement, or to decline to consummate the EFS Acquisition pursuant to the Acquisition Agreement, as a result of a breach of such representations in the Acquisition Agreement.
Investment Representation Letter As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.
Other Parties shall have the meaning set forth in Section 10.7(c).
Perfection Certificate Supplement means a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.
medical certificate of fitness means a certificate valid for one year issued by an occupational health practitioner, issued in terms of these regulations, whom shall be registered with the Health Professions Council of South Africa;
medical certificate means a certificate signed by a registered health practitioner;
Functional Acknowledgement means an acknowledgement Message by the receiving party’s computer software application which automatically confirms the receipt of a Message at the moment of receipt;
Novation Certificate has the meaning given to it in Clause 26.3(a)(i) (Procedure for novations).
Tax credit certificate means a document issued by the department to an eligible business which indicates the amount of unused investment tax credit that the business is requesting to receive in the form of a refund. A tax credit certificate shall contain the taxpayer’s name, address, tax identification number, the date of project completion, the amount of the tax credit certificate, the tax year for which the credit will be claimed, and any other information required by DR or the department.
Responsible adult means a parent, guardian or other adult specifically authorized by law or authorized by a parent or guardian to have custody or control of a minor.
Investor Questionnaire has the meaning set forth in Section 5.8.
Secretary’s Certificate has the meaning set forth in Section 2.2(a)(vi).
Risk Retention Certificate Individually and collectively the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.
Specified Purchase Agreement Representations means the representations made by or with respect to the Target and its subsidiaries in the Share Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Initial Borrower (or its applicable Affiliate) has the right (taking into account any applicable cure provisions) to terminate its obligations under the Share Purchase Agreement or to decline to consummate the Acquisition as a result of a breach of such representations.
Additional Representation has the meaning specified in Section 3.