Transfer Date Notice Sample Clauses

Transfer Date Notice. No later than five (5) Business Days prior to the proposed Closing Date for a Target Company, Seller shall provide written notice to the Buyer confirming the anticipated Closing Date (a "Transfer Date Notice"), which notice shall (i) identify the Target Company and Holding Company (and corresponding Project(s)) to be transferred to Buyer (the "Applicable Assets"), (ii) either (A) confirm that the aggregate fair market value purchase price for the Applicable Assets reflected in the Framework Financial Model is to remain unchanged as of the proposed Closing Date because the Variable Assumptions set forth therein with respect to the Applicable Assets remain unchanged, or (B) that the Variable Assumptions as updated on the applicable Closing Date True Up Financial Model result in a different aggregate fair market value purchase price for the Applicable Assets and provide the revised Final Purchase Price amount based on such changes (the Final Purchase Price confirmed or proposed pursuant to clauses (A) or (B), the "Proposed Final Transfer Price"), and (iii) identify the entity or entities that will assign the Applicable Assets. The Proposed Final Transfer Price shall reflect the Seller’s good faith estimate of the fair market value of the Applicable Assets.
Sample 1
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Related to Transfer Date Notice

  • Annual Officer’s Certificate; Notice of Servicer Replacement Event (a) The Servicer will deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 30th of each year, beginning on March 30, 2019, an Officer’s Certificate, dated as of December 31 of the immediately preceding year, providing such information as is required under Item 1123 of Regulation AB.

  • Effective Date; Notices (a) As between Assignor and Assignee, the effective date for this Assignment and Acceptance shall be _______________, 200_ (the “Effective Date”); provided, that, the following conditions precedent have been satisfied on or before the Effective Date:

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

  • Schedule of Receivables to the Transfer Notice As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects.

  • Effective Date Certificate The Administrative Agent shall have received, with counterparts for each Lender, the Effective Date Certificate, dated the Effective Date and duly executed and delivered by the chief executive officer, an Authorized Person or the Treasurer of Micro.

  • Termination Date, Etc “Termination Date” shall mean in the case of the Executive’s death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following:

  • Late Notice A late notice shall be mailed by the Servicer to the Borrower by the 18th day of such Delinquency.

  • Monthly Servicing Report Prior to the Lead Securitization Date, each month, the Servicer shall prepare and shall promptly deliver copies to each of the Holders a report containing the following information:

  • Monthly Servicer’s Certificate On or before the Determination Date immediately preceding each Distribution Date, the Servicer shall deliver to the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and each Paying Agent, with a copy to the Rating Agencies, a certificate of a Servicing Officer substantially in the form of Exhibit A (a “Servicer’s Certificate”) and attached to a Servicer’s report containing all information necessary to make the transfers and distributions pursuant to Sections 4.5, 4.6 and 4.7, together with the written statements to be furnished by the Indenture Trustee to the Certificateholders pursuant to Section 4.9 and by the Indenture Trustee to the Noteholders pursuant to Section 4.9 and pursuant to Section 6.6 of the Indenture. The Servicer shall separately identify (by account number) in a written notice to the Depositor, the Owner Trustee and the Indenture Trustee the Receivables to be repurchased by the Depositor or to be purchased by the Servicer, as the case may be, on the Business Day preceding such Distribution Date, and, upon request of one of the foregoing parties, each Receivable which became a Defaulted Receivable during the related Collection Period. The Servicer shall deliver to the Rating Agencies any information, to the extent it is available to the Servicer, that the Rating Agencies reasonably request (and the initial Servicer shall specify in writing to the successor Servicer any such requests that remain unsatisfied during the servicing transition to the successor Servicer) in order to monitor the Trust.

  • Compliance Certificate; Notice of Default (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end.

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