VALUATION CERTIFICATES Sample Clauses

VALUATION CERTIFICATES. 3.1 For the first full Quarter after Completion, and for each successive Quarter thereafter until this Instrument is terminated, the Promisor will deliver to the Payee, as soon as reasonably practicable from the start of the Quarter, and in any event no more than 60 days after the start of the Quarter, a certificate which sets out the Revised Payable Amount for that Quarter (a "Valuation Certificate").
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
VALUATION CERTIFICATES. Prior to the making of each Loan and the issuance of each Letter of Credit, the Administrative Agent shall have received a Valuation Certificate meeting the requirements of Section 8.01(j). The acceptance of the proceeds of each Loan or the making of each Letter of Credit Request occurring on or after the Effective Date shall constitute a representation and warranty by the Borrower to the Administrative Agent and each of the Lenders that all conditions specified in this Section 6 exist as of that time.
Sample 1Sample 2
VALUATION CERTIFICATES. (i) On the Effective Date, (ii) on the date of any sale or purchase by the Borrower of any Pledged Shares, (iii) on the date of each Credit Event, (iv) on the date the Borrower gives any notice pursuant to Section 8.01(g) or (i) and (v) no later than the fifth Business Day after the end of each calendar month, a certificate in the form of Exhibit I (each, a "Valuation Certificate"). Each Valuation Certificate shall set forth (1) the aggregate amount of the Pledged Shares, (2) the aggregate Value of the Pledged Shares (v) as of the Business Day immediately preceding the Effective Date in the case of the initial Valuation Certificate, (w) as of the Business Day immediately preceding the date of any such sale or purchase of any Pledged Shares, in each case after giving effect to such event, (x) as of the date of any Credit Event, (y) as of the date of the delivery of either notice referred to in clause (iv) of the immediately preceding sentence, and (z) as of the close of business on the last Business Day of each such calendar month in the case of a Valuation Certificate delivered pursuant to clause (v) of the immediately preceding sentence, and (3) the calculations (in reasonable detail) required to establish whether the Borrower was in compliance with Section 9.07 as of each such Determination Date. Each Valuation Certificate shall be certified by the chief financial officer of the Borrower. If the Administrative Agent or the Required Lenders in good faith believes (or believe) that the most recently delivered Valuation Certificate does not accurately reflect the Pledged Shares or the Values thereof (whether at the date as of which the respective Valuation Certificate was prepared or because of changes in the Pledged Shares or the Values thereof after the date of said Valuation Certificate and prior to the date of the delivery by the Borrower of the next Valuation Certificate pursuant to this Section 8.01(j)), then the Administrative Agent or the Required Lenders, as the case may be, may, at its, or their, option, either (x) notify the Borrower of the changes to the Valuation Certificate last delivered which the Administrative Agent or Required Lenders, as the case may be, believe are needed to reflect an accurate schedule of Pledged Shares and the Values thereof or (y) request the Borrower to prepare a new Valuation Certificate as at the date of the respective request, which certificate the Borrower hereby agrees to prepare and submit to the Administrative...
Sample 1Sample 2
VALUATION CERTIFICATES. The Lender may obtain at the cost and expense of the Borrowers: 17.15.1 one valuation from an Approved Shipbroker in order to certify the Initial Market Value of a Vessel for the purposes of determining the Maximum Vessel Loan Amount; 17.15.2 one set of valuations per year from the required number of Approved Shipbrokers (a) for the purposes of determining the relevant percentage referred to in Clause 17.14 (Additional Security) and (b) for the purposes of determining the relevant percentage referred to in Clause 7.6 (Mandatory prepayment on change of ownership of Guarantor); 17.15.3 two sets of valuations from the required number of Approved Shipbrokers for the purposes of determining compliance with Clause 20.1 (Guarantor’s Covenants); and 17.15.4 following the occurrence of an Event of Default which is continuing, as many sets of valuations per year as may be necessary or desirable to the Lender from the required number of Approved Shipbrokers in order to certify the Market Value of a Vessel and any Fleet Market Value. Section 8 Representations, Undertakings and Events of Default
Sample 1
VALUATION CERTIFICATES. 27 SECTION 7. Representations, Warranties and Agreements...........................................................27
Sample 1
VALUATION CERTIFICATES. 17.15.1 Subject to Clause 17.15.2, the Lender may obtain at the cost and expense of the Borrowers:
Sample 1
VALUATION CERTIFICATES. At any time as may be requested by the Agent (but in no event less than annually) and at the expense of the Borrowers not more than twice in any fiscal year, such expense not to exceed more than U.S.$10,000.00 per year, without taking into account the right of the Borrowers to retain a second Approved Shipbroker in accordance with the immediately succeeding sentence, the Borrowers shall retain the Approved Shipbroker requested by the Agent to supply a written report setting forth the fair market value ("FMV") of each of the Rigs (the "First Valuation"). If the Borrowers do not agree with the valuation of FMV for each of the Rigs set out in such report, the Borrowers may retain a second Approved Shipbroker at such time and at their own expense to supply a second written report setting forth the FMV of each of the Rigs (the "Second Valuation"). Promptly upon receipt thereof the Borrowers shall deliver copies of each such report to the Lenders. In such event, the FMV of each Rig shall be the arithmetic average of the First
Sample 1
AutoNDA by SimpleDocs

Related to VALUATION CERTIFICATES

  • Allocation Certificate At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a certificate (the “Allocation Certificate”) signed by the Chief Financial Officer of the Company, setting forth and certifying on behalf of the Company that the following are good faith estimates of the Company:

  • Perfection Certificates Each Perfection Certificate delivered by any Grantor (whether delivered pursuant to Section 4.07(a) of this Agreement or pursuant to the Credit Agreement), and all information set forth therein, is true and correct in all respects, except to the extent that such Perfection Certificate has been supplemented or replaced in each case in accordance with this Agreement.

  • Legend on Certificates The certificates representing the Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Financial Condition Certificates Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(k).

  • TERMINATION CERTIFICATE This is to certify that I have returned all personal property of AutoChina International Limited (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description No inventions or improvements Additional Sheets Attached Signature of Executive: Printed Name of Executive: Date:

  • Legends on Certificates All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

  • Perfection Certificate The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

Time is Money Join Law Insider Premium to draft better contracts faster.