Certification and Vesting Date Sample Clauses

Certification and Vesting Date. Promptly after the end of the Performance Period, the Company will calculate the number of Performance Shares that will vest and the amount of dividends payable to Grantee pursuant to this Agreement. If the Performance Period ends on December 31, 20___ (that is, if the Performance Period was not terminated earlier pursuant to Section 6 or 7, below), the Company will submit its calculation regarding the Performance Measurement and the corresponding Total Performance Reward Percentage to the Compensation Committee of the Board for certification. Subject to any restrictions on distributions of shares under the Plan, and subject to Section 13 of this Agreement, the Performance Shares, if any, will vest on the date of the Compensation Committee’s certification. If pursuant to Section 6 or 7, below, the Performance Period ends with respect to the Grantee prior to December 31, 20___, then the Performance Shares earned under the Award, if any, will vest as soon as practicable after the end of the Performance Period, or on the Compensation Committee certification date, if such certification is required under Section 162(m) of the Internal Revenue Code. In no event will the Vesting Date be more than 45 days after the end of the Performance Period. The “Vesting Date” is the date of the Compensation Committee’s certification, if applicable, or if no certification is required, it is the date on which the shares vest, which shall be as soon as practicable after the end of the Performance Period.
Sample 1
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Certification and Vesting Date. Except as provided in Section 2 hereof, promptly after the end of the Performance Period, the Company will calculate the number of Performance RSUs that will vest and the amount of dividends payable to the Grantee upon Settlement (as defined below) pursuant to this RSU Award Agreement and will submit its calculation regarding the Performance Measurement, the corresponding Performance Reward Percentage and the TSR Bonus Multiplier, if any, to the Committee for certification. Subject to any restrictions on distributions of shares of Common Stock (“Shares”) under the Plan, and except as otherwise provided in Section 5, the Performance RSUs, if any, will vest as of the last day of the Performance Period, or on the date of the Committee’s certification of the number of RSUs payable pursuant to this RSU Award Agreement (the “Vesting Date”), provided that in no event will the Vesting Date be more than 45 days after the end of the Performance Period.
Sample 1

Related to Certification and Vesting Date

  • Certification Regarding Termination of Contract for Non-Compliance (Tex Gov. Code 552.374)

  • Certification of Residency, etc The Customer certifies that it is a resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank’s obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

  • Certification of Release The Company named below hereby certifies to Morgan Stanley Mortgage Capital Inc. that, as of the date and time of txx xxxe xx xxx above-mentioned Mortgage Loans to Morgan Stanley Mortgage Capital Inc. the security interests in the Mortxxxx Xoxxx xxxeased by the above-named financial institution comprise all security interests relating to or affecting any and all such Mortgage Loans. The Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. _______________________________ By:____________________________ Title:_________________________ Date:__________________________ Exhibit G EXHIBIT G FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT ------------------------------------------- On this ___ day of ____________, ________, _______________ ("Seller"), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, ____ (the "PPTA"), and (ii) that certain Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of _________, ____ (the "Purchase Agreement"), does hereby sell, transfer, assign, set over and convey to Morgan Stanley Mortgage Capital, Inc. ("Purchaser") as the Purchaser unxxx xxe Xxxxxxents (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the "Mortgage Loans"), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the "Agreements" herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SIGNATURE PAGE FOLLOWS] ______________________________ By: __________________________________ Name: ________________________________ Title: _______________________________ Accepted and Agreed: MORGAN STANLEY MORTGAGE CAPITAL INC. By:______________________________ Xxxx: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS ------------------ EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE ------------------------------------------------------- Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a FICO Score of less than ___; or (4) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES ----------------------- Exhibit H EXHIBIT H UNDERWRITING GUIDELINES ----------------------- Exhibit I EXHIBIT I FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT -------------------------------------------- THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] ("Agreement"), among Morgan Stanley Mortgage Capital Inc. ("Assignor"), [____________________] ("Xsxxxxxx") and [SELLER] (the "Company"): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

  • Certification of eligibility a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Xxxxx-Xxxxx Act or 29 CFR 5.12(a)(1).

  • Vesting Certificate The divestment of all rights, title and interest in the Project shall be deemed to be complete on the date when all of the Divestment Requirements have been fulfilled, and the Authority shall, without unreasonable delay, thereupon issue a certificate substantially in the form set forth in Schedule-U (the "Vesting Certificate"), which will have the effect of constituting evidence of divestment by the Concessionaire of all of its rights, title and interest in the Project, and their vesting in the Authority pursuant hereto. It is expressly agreed that any defect or deficiency in the Divestment Requirements shall not in any manner be construed or interpreted as restricting the exercise of any rights by the Authority or its nominee on, or in respect of, the Project on the footing that all Divestment Requirements have been complied with by the Concessionaire.

  • Certification of Non-Foreign Status Each Limited Partner or transferee of an Interest or a portion of an Interest from a Limited Partner who or that is admitted to the Partnership in accordance with this Agreement will certify, upon admission to the Partnership and at any other time as the General Partner may request, whether the Limited Partner or transferee is a “United States Person” within the meaning of the Code on forms to be provided by the Partnership, and will notify the Partnership within 30 days of any change in the status of the Limited Partner or transferee. Any Limited Partner or transferee who or that fails to provide certification when requested to do so by the General Partner may be treated as a non-United States Person for purposes of U.S. Federal tax withholding.

  • CERTIFICATION OF MEMBERS The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of pages, constitutes, together with Exhibit 1, Exhibit 2, and Exhibit 3, the Operating Agreement of , adopted by the Members as of the day of , 20 . Members: Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % EXHIBIT 1 LISTING OF MANAGERS By a majority vote of the Members, the following Managers were elected to operate the Company pursuant to ARTICLE IV of the Agreement: Signature Printed Name Chief Executive Manager Address Signature Printed Name Title: Address The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE IV or upon their voluntary resignation. Signed and agreed this day of , 20 . Signature of Member Printed Name Signature of Member Printed Name Signature of Member Printed Name Signature of Member Printed Name EXHIBIT 2 LISTING OF MEMBERS As of the day of , 20 the following is a list of Members of the Company: Name Percent % Address Name Percent % Address Name Percent % Address Name Percent % Address Authorized by Member(s) to provide Member Listing as of this day of , 20 . Signature of Member Signature of Member Signature of Member Signature of Member EXHIBIT 3 CAPITAL CONTRIBUTIONS Pursuant to ARTICLE II, the Members' initial contribution to the Company capital is stated to be $ . The description and each individual portion of this initial contribution is as follows: $ $ $ $ $ $ $ $ $ SIGNED AND AGREED this day of , 20 . Member Member Member Member LLC Resolution to Open a Bank Account Account: Holder: Bank Name: Address:

  • Provisions Surviving Termination The provisions of Sections 10, 14, 16, 21 and 29 of this Agreement shall survive termination of this Agreement for any reason.

  • Vesting Date All remaining shares of Restricted Stock will become vested on the Vesting Date.

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