Bring-Down definition

Bring-Down letter to Merrxxx Xxncx xxxm PwC relating to 1 Signed original working capital.

Bring-Down. Certificate of Compost" shall mean the certificate of the President and Chief Executive Officer of Compost, in the form and substance as is set forth in Exhibit JJJ of this Agreement, as contemplated under Section 15.01.01 of this Agreement.

Bring-Down. Comfort Letters. The Agent shall have received comfort letters of the Auditor in form and substance satisfactory to the Agent and their counsel, acting reasonably, similar to the comfort letter to be delivered to the Agent pursuant to Section 3.4(d) hereof, with any modifications necessary in the event additional information is incorporated by reference into the Final Prospectus, and updated to a date not less than two days prior to the Closing Date.

Examples of Bring-Down in a sentence

• Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

• Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

• Notwithstanding the foregoing, if the Company subsequently decides to sell Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

• The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date.

• If the Mandatory Exercise Bring-Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Mandatory Exercise Notice will be null and void, ab initio.

More Definitions of Bring-Down

Bring-Down. Certificate. A Bring-Down Certificate certifying that all of the warranties made by Seller in this Purchase Agreement remain true as of the date of closing.

Bring-Down certificate with respect to the representations and warranties of Buyer set forth in Article 14(a);

Bring-Down. Release ("Release") is entered into on June 30, 2003 between Xxxx X. X'Xxxxx ("Executive") and Pulte Homes, Inc., a Michigan corporation ("Pulte"). Except as otherwise defined in this Release, all capitalized terms used in this Release have the meanings given to them in the Agreement (as defined in Recital A. below).

Bring-Down shall have the meaning set forth in Section 8.2.

Bring-Down lien searches with respect to the Borrower. 6. A notice of Borrowing substantially in the form of Exhibit B to the Credit Agreement.

Bring-Down. Certificate of Bedminster. "'Bring-Down' Certificate of Bedminster" shall mean the certificate of the President and Chief Executive Officer of Bedminster, in the form and substance as is set forth in Exhibit SSS of this Agreement, as contemplated under Section 15.01.01 of this Agreement.

Bring-Down. Certificate of Miami. "'Bring-Down' Certificate of Miami" shall mean the certificate of the President and Chief Executive Officer of Miami, in the form and substance as is set forth in Exhibit KKK of this Agreement, as contemplated under Section 15.01.01 of this Agreement.