Investor Certificates. The Series 1999-1 Termination Date shall be deemed to have occurred on the Repurchase Date as long as such amount was deposited in full into the Distribution Account on such Transfer Date. If the Trustee or the Series 1999-1 Investor Certificateholders give notice directing the Transferor to purchase the Series 1999-1 Investor Certificates as provided above, the obligation of the Transferor to purchase the Series 1999-1 Investor Certificates and to pay the reassignment deposit amount pursuant to this Section 15 shall constitute the sole remedy respecting a breach of the representations and warranties referenced in Section 12(a)(ii) hereof available to the Series 1999-1 Investor Certificateholders or the Trustee on behalf of the Series 1999-1 Investor Certificateholders.
Investor Certificates. All of the outstanding investor certificates issued to any Person other than Sellers or any of their Affiliates are properly characterized as indebtedness for federal income tax purposes.
Investor Certificates. Each Shareholder agrees to deliver or cause to be delivered to SCM, concurrently with the execution of this Agreement from each Stockholder an executed Investor Certificate in the form attached hereto as Exhibit C.
Investor Certificates. On the Purchase Date, the Investor Certificates have been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Trust Agreement, and delivered to and paid for by the Purchasers in accordance with this Certificate Purchase Agreement, will be duly and validly issued and outstanding, and will be entitled to the benefits of the Trust Agreement.
Investor Certificates. Within 10 days after the date hereof or, if earlier, on the Closing Date, the Assignor shall deliver a certificate of each shareholder of the Assignor in the form attached hereto as Exhibit A.
Investor Certificates. The Company and the Shareholders shall --------------------- deliver or cause to be delivered to Xxxxxx, concurrently with the execution of this Agreement from each Shareholder an executed Investor Certificate in the form attached hereto as Exhibit D. ---------
Investor Certificates. The Investor Certificates shall represent fractional undivided beneficial interests in the Trust, including the right to receive, subject to the terms and conditions set forth herein, distributions to be made to the Investor Certificateholders as set forth in Article V hereof.
Investor Certificates. Subject to compliance with the first sentence of this clause (b), the Transferor may transfer to AmeriServe a portion (but only a portion) of the Tricon Transferor Interest. Such portion shall be calculated at all times in a manner so that the Transferor retains an interest in the Tricon Transferor Interest (the "Retained Tricon Transferor Interest") equal to the lesser of (x) ten percent (10%) of the Aggregate Invested Amount (as defined in the Series 1998-1 Supplement) of the Series 1998-1 Investor Certificates and (y) the outstanding amount of the Tricon Transferor Interest. Any Tricon Write-Offs shall be allocated first to the then outstanding Retained Tricon Transferor Interest and then to the remaining portion of the Tricon Transferor Interest. "Tricon Write-Off" means, with respect to a Tricon Receivable, that, as the result of the financial inability to pay of Tricon, such Tricon Receivable has been written off in accordance with the Credit and Collection Policy. Any attempted transfer of all or any part of the Transferor Certificate other than as provided above shall be void and of no effect.
Investor Certificates. On or prior to the Funding Date, the Seller shall have issued the Investor Certificates in the initial aggregate Certificate Balance of $19,800,000 and the same shall have been duly and validly authorized by the Seller and issued under the Indenture.
Investor Certificates. On or before the Closing Date, each of the ecoTECH Shareholders shall execute and deliver an Investor Representation Certificate and Lock-Up Agreement, in the form attached hereto as Schedule “B” (the “Investor Certificate”), which contains certain representations designed to confirm the availability to SSKY of the exemption from registration under either Regulation S or Rule 506 of the 1933 Act in connection with the issuance of SSKY Shares pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in the event that any ecoTECH Shareholder (a “Defaulting Shareholder”) is unable or fails to execute and deliver an Investor Certificate in favor of SSKY, or SSKY has a reasonable basis to believe that the representations of such ecoTECH Shareholder in the Investor Certificate are not true and correct in any material respects, then SSKY may in its sole and absolute discretion refuse to issue SSKY Shares allocable to the Defaulting Shareholder.
