Certificate of U.S Sample Clauses

Certificate of U.S. Status. The Buyer shall deliver to the Representative at the Closing an IRS Form W-9 66 ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER 66 Section 9.1. Representations and Warranties 66 Section 9.2. Covenants and Agreements 67 Section 9.3. Material Adverse Effect 67 Section 9.4. AUM Threshold 67 Section 9.5. Adequate Funds 67 Section 9.6. Officer’s Certificate 67 Section 9.7. Legal Prohibition 67 Section 9.8. Employment Agreements 67 ARTICLE X CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY, SELLERS 67 Section 10.1. Representations and Warranties 67 Section 10.2. Covenants and Agreements 68 Section 10.3. Officer’s Certificate 68 Section 10.4. Legal Prohibition 68 ARTICLE XI TERMINATION 68 Section 11.1. Termination 68 Section 11.2. Survival After Termination 69 ARTICLE XII INDEMNIFICATION 69 Section 12.1. Survival 69 Section 12.2. Indemnification of the Buyer for Seller-Specific Breaches 69 Section 12.3. Indemnification of the Buyer for Other Breaches 70 Section 12.4. Indemnification of the Sellers 70 Section 12.5. Limitations 71 Section 12.6. Limitation on Remedies 71 Section 12.7. Third Party Claims 71 Section 12.8. Effect of Knowledge or Waiver of Condition 72 Section 12.9. Right to Set Off 73 Section 12.10. Additional Matters 73 ARTICLE XIII MISCELLANEOUS 74 Section 13.1. Expenses 74 Section 13.2. Amendment 74 Section 13.3. Entire Agreement 74 Section 13.4. Notices 74 Section 13.5. Waiver 75 Section 13.6. Binding Effect; Assignment 75
Sample 1
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Certificate of U.S. Residence and Form W-9. To prevent backup withholding on any Series B Preferred Stock sold to Purchaser, Purchaser is required to provide the Company with (A) the Purchaser’s correct Taxpayer Identification Number (“TIN”), certifying that the TIN provided on the Form W-9, attached hereto as Exhibit D, is correct (or that Purchaser is awaiting a TIN) and that (i) Purchaser is exempt from backup withholding, (ii) Purchaser has not been notified by the Internal Revenue Service that Purchaser is subject to backup withholding as a result of failure to report all interest or dividends or (iii) the Internal Revenue Service has notified Purchaser that Purchaser is no longer subject to backup withholding, and (B) if applicable, an adequate basis for exemption. In order to provide a basis for the Company to determine that withholding of tax will not be required with respect to Purchaser’s purchase of the Series B Preferred Stock and future distributions on the Common Stock owned by Purchaser, Purchaser certifies the following: (1) Purchaser is not a nonresident alien for purposes of U.S. income taxation, nor is Purchaser a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code of 1986, as amended and the rules and regulations promulgated thereunder) or a nominee for any of the foregoing.
Sample 1
Certificate of U.S. SHAREHOLDER
Sample 1

Related to Certificate of U.S

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

  • Certificate of Trust The certificate of trust of the Issuing Entity substantially in the form of Exhibit B to the Trust Agreement filed for the Issuing Entity pursuant to Section 3810(a) of the Statutory Trust Act.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Compliance The Servicer shall deliver to the Note Issuer, the Note Trustee, the Certificate Trustee and the Rating Agencies on or before March 31 of each year, commencing March 31, 2006 to and including the March 31 succeeding the Retirement of the Notes, an Officer’s Certificate substantially in the form of Exhibit A hereto (a “Certificate of Compliance”), stating that: (i) a review of the activities of the Servicer during the twelve months ended the preceding December 31 (or, in the case of the first Certificate of Compliance to be delivered on or before March 31, 2006, the period of time from the date of this Agreement until December 31, 2005) and of its performance under this Agreement has been made under such Responsible Officer’s supervision, and (ii) to the best of such Responsible Officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such twelve months (or, in the case of the Certificate of Compliance to be delivered on or before March 31, 2006, the period of time from the date of this Agreement until December 31, 2005), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such Responsible Officer and the nature and status thereof.

  • Certificate of Non-Foreign Status In order to comply with § 1445 of the Code and the applicable Treasury Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Treasury Regulations, each Member shall provide to the Company an affidavit stating, under penalties of perjury, (i) the Member’s address, (ii) United States taxpayer identification number, and (iii) that the Member is not a foreign person as that term is defined in the Code and Treasury Regulations. Failure by any Member to provide such affidavit by the date of such disposition shall authorize the Manager to withhold ten percent (10%) of each such Member’s distributive share of the amount realized by the Company on the disposition.

  • Certificate of Completion The Interconnection Customer shall provide the EDC with a completed copy of the Interconnection Agreement Certificate of Completion, including evidence of the electrical inspection performed by the local authority having jurisdiction. The evidence of completion of the electrical inspection may be provided on inspection forms used by local inspecting authorities. The Interconnection request shall not be finally approved until the EDC’s representative signs the Interconnection Agreement Certificate of Completion.

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