Net Worth Certificate Sample Clauses

Net Worth Certificate. KPMG Peat Marwick LLP shall have delivered to the AGH Parties, in a form acceptable to the AGH Parties, a statement confirming that the pro forma book value (as determined in accordance with GAAP) of OPCO as of January 1, 1997 (after taking into account the transactions contemplated by this Agreement), does not exceed $75,000,000.
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Net Worth Certificate. The Guarantors hereby agree to deliver to the Agent, within 90 days after the end of each fiscal year of the Borrower, a net worth certificate in the form previously delivered to the Lenders, certifying that Metromedia or Klugx xxx Stuaxx Xxxxxxxxx xxxe a net worth of at least $1,000,000,000.
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Net Worth Certificate. KPMG Peat Marwick LLP will include in its "cold comfort" letter as provided in section 8.3(b) herein, "cold comfort," pursuant to specific procedures which are customary in scope and substance for "cold comfort" letters, to the effect that the pro forma balance sheet of OPCO as of March 31, 1998 reflects that OPCO's owners'/stockholders' equity does not exceed $75 million (after taking into account the transactions contemplated by this Agreement). 7. Exhibit D to the Merger Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit D to this Amendment. 8. Exhibit G to the Merger Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit G to this Amendment. 9. The Agreement is hereby amended to provide that (a) all references to "CapStar Hotel OP" shall be changed to "CapStar Hotel LLCs", (b) all references to "CapStar LPs" shall be changed to "CapStar Members".
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Net Worth Certificate. The Stockholders shall provide to Buyer, no later than one (1) business day prior to the Closing Date a certificate ("Net Worth Certificate"), duly executed by the Stockholder, that shall have been reviewed by Anders, Minkxxx xxx Diehx, xxat sets forth the Stockholder good faith, reasonably based, estimate of the Net Worth of the Company on the Closing Date.
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Net Worth Certificate. No later than April 30 following the end of each calendar year, Borrower shall cause JQH and the JQH Trust to deliver to Lender a Net Worth Certificate which shall, among other things, show that JQH and the JQH Trust continue to maintain a Net Worth no less than the Minimum Net Worth Amount. In addition, if either (i) (x) sales having a gross consideration and (y) gifts or other Transfers of assets having a gross value exceed $200,000,000, in the aggregate, over the life of the Loan, or (ii) for any period the Net Worth is less than $750,000,000, then within thirty (30) days following the end of each Loan Quarter, Borrower shall cause JQH and the JQH Trust to deliver to Lender the Updated Net Worth Certificate. In the event that Lender does not agree with the Net Worth as reflected in a Net Worth Certificate or in an Updated Net Worth Certificate, Lender shall be entitled to obtain from an independent appraiser Appraisals of any or all of the assets of JQH and the JQH Trust, and to engage an independent auditor, to recalculate the Net Worth. The cost of such appraisers and the auditor will be borne by Lender, unless the Net Worth is determined to be materially less than reported on the Net Worth Certificate or the Updated Net Worth Certificate, in which case the cost of the appraisers and the auditor will be borne by Borrower.
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Net Worth Certificate. Within 30 calendar days following the end of each calendar month commencing with the month of July 2006, MortgageIT shall deliver to Acquiror a certificate duly executed by MortgageIT’s Chief Financial Officer certifying as to the calculation of MortgageIT’s Net Worth as of the last day of such preceding calendar month, together with reasonable supporting documentation of such calculation. With respect to each certificate delivered to Acquiror pursuant to this Section 6.14, MortgageIT shall provide Acquiror and its accountants and other authorized representatives access to all information, books and records required or used by MortgageIT or its advisors to prepare such certificate.
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Related to Net Worth Certificate

  • Annual Certificate The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 13 hereof; 6)

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

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

  • Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Single Certificate A Single Certificate for the Class A-1 Certificates represents a $25,000 Denomination. A Single Certificate for the Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination.

  • Ownership Certificates for Tax Purposes The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

  • Subordinate Certificate Loss Coverage; Limited Guaranty Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a).

  • Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

  • Certificate No 1-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: Variable in accordance with the Agreement Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates $70,640,000 of this Class: CUSIP: 576434 WV 2 ISIN: US576434WV28 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 1-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the Trust Administrator, the Trustee or the Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.

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