Financing Certificate Sample Clauses

Financing Certificate. As of the date of the delivery of the Financing Certificate to Sellers pursuant to Section 4.6 and the Initial Repurchase Closing Date, the information included in and attached to the Financing Certificate, including the Cash Financing Amount and the number of Repurchased Shares as of the expected Initial Repurchase Closing Date, is true and complete in all material respects.”
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Financing Certificate. Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing Date, setting forth: (A) the aggregate number of Acquiror Public Shares that Redeeming Shareholders have duly elected to be subject to the Acquiror Share Redemption, (B) the number of Acquiror Public Shares that will be issued and outstanding after giving effect to the Acquiror Share Redemption and (C) its good faith estimate and calculation of the Available Closing Cash.
Sample 1
Financing Certificate. 8.21 FTC .................................................................. 8.4(b) Healthcare Applications ................................... 8.4(a) Healthcare Programs ........................................ 5.15(b) Heart Institute Contracts .................................. 5.25 Hospital ............................................................ Recitals Indemnification Claim ..................................... 11.4(a) JCAHO............................................................. 5.15(b) Lender .............................................................. 8.21 Losses ............................................................... 11.2(a) Material Contracts ............................................ 5.11(a) Medicaid Agreement ........................................ 8.18(b) Medical Records Custody Agreement ............. 2.9 Medicare Agreement ........................................ 8.18(a) Multiemployer Plan.......................................... 5.12(b) Multiple Employer Plan ................................... 5.12(b) N-PCL .............................................................. 5.3(a) Nonassignable Assets....................................... 2.6(b) Objection .......................................................... 3.6(c) Objection Period............................................... 3.6(c) Other Businesses .............................................. Recitals Owned Properties ............................................. 5.8(a) Personal Property Leases ................................. 5.9
Sample 1
Financing Certificate. Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing Date, setting forth: (A) the aggregate number of Acquiror Public Shares that Redeeming Shareholders have duly elected to be subject to the Acquiror Share Redemption; (B) the number of Acquiror Public Shares that will be issued and outstanding after giving effect to the Acquiror Share Redemption; (C) the PIPE Investment Amount to be received by Acquiror at the closing of all PIPE Investments; and (D) Acquiror’s good faith calculation of Acquiror Closing Cash.
Sample 1
Financing Certificate. (a) Not later than five Business Days prior to the First Closing Date, Acquiror shall deliver to the Company written certificate (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Acquiror Share Redemption; (ii) the estimated amount of Acquiror Transaction Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof; (iii) the estimated amount of Gross Proceeds and Net Proceeds, and the estimated amount of proceeds from any Non-TLGY Pre-Closing Financing; (iv) the aggregate number of Acquiror Public Shares that Redeeming Shareholders have duly elected to be subject to the Acquiror Share Redemption; (v) the number of Acquiror Public Shares that will be issued and outstanding after giving effect to the Acquiror Share Redemption; (vi) reasonable relevant supporting documentation used by Acquiror in calculating such amounts; and (vii) a certificate of the Chief Financial Officer of Acquiror certifying that the estimates set forth in the Financing Certificate have been prepared in good faith in accordance with this Agreement and the other Ancillary Agreements. The Company and its Representatives shall have a reasonable opportunity to review and to discuss with Acquiror and its Representatives the documentation provided pursuant to this Section 3.08(a) and any relevant books and records. Acquiror and its Representatives shall reasonably assist the Company and its Representatives in their review of the documentation and shall consider in good faith the Company’s comments to the Financing Certificate, and if any adjustments are so made to the Financing Certificate prior to the Closing, such adjusted Financing Certificate shall thereafter become the Financing Certificate for all purposes of this Agreement. The Financing Certificate and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. The Company shall be entitled to rely in all respects on the Financing Certificate. (b) The Company shall deliver to Acquiror, no later than five Business Days prior to the First Closing Date, a schedule (the “Company Closing Payments Schedule”) reflecting (i) the calculation of the Closing Merger Consideration and the allocation of the Closing Merger Consideration among the Company Stockholders, (ii) the estimated amount of Company Transaction Expenses as of the Closing, ...
Sample 1
Financing Certificate. A certificate from the Borrower following the Completion Date as to all sources and uses to renovate and rehabilitate the Qualified Project.
Sample 1

Related to Financing Certificate

  • Servicing Certificate Not later than each Determination Date, the Master Servicer shall deliver (a) to the Indenture Trustee, the data necessary to prepare the items below and the statement for Noteholders required to be prepared pursuant to Section 4.04 and (b) to the Indenture Trustee, the Owner Trustee, the Sponsor, the Depositor, the Paying Agent, the Credit Enhancer, and each Rating Agency a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by the Indenture Trustee and the Master Servicer), together with an Officer's Certificate to the effect that the Servicing Certificate is correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and: (i) the aggregate amount of collections received on the Mortgage Loans by the Determination Date for the related Collection Period; (ii) the aggregate amount of (a) Interest Collections and (b) Principal Collections for the related Collection Period; (iii) the Investor Floating Allocation Percentage and the Investor Fixed Allocation Percentage for the related Collection Period; (iv) the Investor Interest Collections and Investor Principal Collections for the related Collection Period; (v) the Interest Collections that are not Investor Interest Collections and Transferor Principal Collections for the related Collection Period; (vi) the Note Interest and the applicable Note Rate for the Notes for the related Interest Period; (vii) the amount of the Note Interest that is not payable to the Noteholders because of insufficient Investor Interest Collections; (viii) the Unpaid Investor Interest Shortfall and the amount of interest on the shortfall at the applicable Note Rate applicable from time to time (separately stated) to be distributed on the related Payment Date; (ix) the remaining Unpaid Investor Interest Shortfall after the distribution on the related Payment Date; (x) the amount of any Basis Risk Carryforward in the distribution; (xi) the amount of the remaining Basis Risk Carryforward after giving effect to the related distribution; (xii) the Accelerated Principal Payment Amount and the portion of it that will be distributed pursuant to Section 8.03(a)(vi) of the Indenture; (xiii) the Scheduled Principal Collections Payment Amount, separately stating its components; (xiv) the amount of any Transfer Deposit Amount paid by the Sponsor or the Depositor pursuant to Section 2.02 or 2.04; (xv) any accrued Servicing Fees for the Mortgage Loans for previous Collection Periods and the Servicing Fee for the related Collection Period; (xvi) the Investor Loss Amount for the related Collection Period; (xvii) the aggregate amount of Investor Loss Reduction Amounts for previous Payment Dates that have not been previously reimbursed to the Holders of the Notes pursuant to Section 8.03(a)(iv) of the Indenture; (xviii) the aggregate Asset Balance of the Mortgage Loans as of the end of the preceding Collection Period and as of the end of the second preceding Collection Period; (xix) [Deleted]; (xx) the Note Principal Balance and loan factor after giving effect to the distribution on the related Payment Date and to any reduction because of the Investor Loss Amount; (xxi) the Transferor Principal Balance and the Available Transferor Subordinated Amount after giving effect to the distribution on the Payment Date; (xxii) the aggregate amount of Additional Balances created on the Mortgage Loans during the previous Collection Period; (xxiii) the number and aggregate Asset Balances of Mortgage Loans (x) as to which the Minimum Monthly Payment is delinquent for 30-59 days, 60-89 days, and 90 or more days, respectively and (y) that have become REO, in each case as of the end of the preceding Collection Period; (xxiv) whether a Rapid Amortization Event has occurred since the prior Determination Date, specifying the Rapid Amortization Event if one has occurred; (xxv) whether an Event of Servicing Termination has occurred since the prior Determination Date, specifying the Event of Servicing Termination if one has occurred; (xxvi) the amount to be distributed to the Credit Enhancer pursuant to Section 8.03(a)(v) and Section 8.03(a)(vii) of the Indenture, stated separately; (xxvii) the Guaranteed Principal Payment Amount for the Payment Date; (xxviii) the Credit Enhancement Draw Amount for the related Payment Date; (xxix) the amount to be distributed to the Transferor pursuant to Section 8.03(a)(x) of the Indenture; (xxx) the amount to be paid to the Master Servicer pursuant to Section 8.03(a)(viii) of the Indenture; (xxxi) the Maximum Rate for the related Collection Period and the Weighted Average Net Loan Rate for the Mortgage Loans; (xxxii) the expected amount of any optional advances pursuant to Section 4.03 by the Master Servicer included in the distribution on the related Payment Date and the aggregate expected amount of optional advances pursuant to Section 4.03 by the Master Servicer outstanding as of the close of business on the related Payment Date; (xxxiii) the related Available Subordinated Transferor Amount after giving effect to the distribution to be made on the related Payment Date; (xxxiv) the number and principal balances of any Mortgage Loans transferred to the Transferor pursuant to Section 2.06; (xxxv) the aggregate of all Liquidation Loss Amounts on the Mortgage Loans since the Cut-off Date and whether a Cumulative Loss Test Violation has occurred since the prior Determination Date; (xxxvi) the Rolling Six Month Delinquency Rate, the Spread Rate, the Excess Spread Percentage, and the Rolling Three Month Excess Spread Percentage for the Payment Date; and (xxxvii) in the Servicing Certificates for the first and second Payment Dates, the number and Cut-off Date Asset Balance of Mortgage Loans for which the Mortgage Loan File was not delivered to the Indenture Trustee within 30 days of the Closing Date. The Indenture Trustee and the Owner Trustee shall conclusively rely upon the information contained in a Servicing Certificate for purposes of making distributions pursuant to Section 8.03 of the Indenture or distributions on the Transferor Certificates, shall have no duty to inquire into this information and shall have no liability in so relying. The format and content of the Servicing Certificate may be modified by the mutual agreement of the Master Servicer, the Indenture Trustee and the Credit Enhancer. The Master Servicer shall give notice of any changes to the Rating Agencies.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Borrowing Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Confirmatory Certificate If requested by the Administrative Agent or any Lender, the Administrative Agent shall have received (in sufficient counterparts to provide one to each Lender) a certificate dated the date of such requested Loan or Letter of Credit and signed by a duly authorized representative of the Company as to the matters set out in Section 12.2.1 (it being understood that each request by the Company for the making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Company that the conditions precedent set forth in Section 12.2.1 will be satisfied at the time of the making of such Loan or the issuance of such Letter of Credit), together with such other documents as the Administrative Agent or any Lender may reasonably request in support thereof.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

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