VALUATION CERTIFICATES Sample Clauses

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...
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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.
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VALUATION CERTIFICATES. The Lender may obtain at the cost and expense of the Borrower: 17.15.1 one valuation from an Approved Shipbroker in order to certify the Initial Market Value of the Vessel for the purposes of determining the Maximum 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 the Vessel and any Fleet Market Value.
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VALUATION CERTIFICATES. 27 SECTION 7. Representations, Warranties and Agreements...........................................................27
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VALUATION CERTIFICATES. 17.15.1 Subject to Clause 17.15.2, the Lender may obtain at the cost and expense of the Borrowers: (a) one valuation in respect of each Vessel from an Approved Shipbroker in order to certify the Initial Market Value of each Vessel for the purposes of determining the Maximum Vessel Loan Amount; (b) one valuation in respect of each Vessel per year from an Approved Shipbroker (a) for the purposes of determining the relevant percentage referred to in Clause 17.14 (Additional Security), (b) for the purposes of determining the relevant percentage referred to in Clause 7.5 (Mandatory prepayment on sale or Total Loss) and (c) for the purposes of determining the relevant percentage referred to in Clause 7.6 (Mandatory prepayment on change of ownership of Guarantor); and (c) one set of valuations for each Fleet Vessel from an Approved Shipbroker for the purposes of determining compliance with Clause 20.1 (Guarantor's Covenants). 17.15.2 Any time after 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 each Vessel and any Fleet Market Value.
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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"
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Related to VALUATION CERTIFICATES

  • Legend on Certificates The certificates representing the Shares purchased by exercise of an 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 or quoted or market to which the Shares are admitted for trading and, any applicable federal or state or any other applicable laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • 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.

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

  • 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 Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit C. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

  • 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).

  • Tax Certificates Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including Internal Revenue Service Form 1001, Form 4224, Form W-8 or Form W-9, or any successor form, or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

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