Bringdown Certificate definition

Bringdown Certificate means an Officer’s Certificate substantially in the form of Exhibit 3.01(a)(ii) to the Transfer Agreement.

Bringdown Certificate has the meaning given thereto in Section 9.3;

Bringdown Certificate has the meaning set forth in Section 5.8 hereof.

Examples of Bringdown Certificate in a sentence

• The Bring-down Certificate containing the certification described in Section 4.A(a).

• The Bring-down Certificate containing the certification described in Section 5.

• Bill of Sale and Bringdown Certificate (Exhibit C3) – Certificate that brings the certifications of the Seller Certificate (C2) down to the Closing Date and confirms the sale of the Proposition 1A receivable as of the Closing Date.

• Sellers shall have delivered to Buyer a certificate of Sellers dated as of the Closing Date to the effect that the conditions set forth in paragraph (a) through (f) above in this Section 5.01 have been satisfied (the "Sellers' Bringdown Certificate").

• Sellers shall have received a certificate dated as of Closing from Buyer (executed by an authorized officer) to the effect that the conditions set forth in this section have been satisfied (the "Buyer Bringdown Certificate").

More Definitions of Bringdown Certificate

Bringdown Certificate means (a) as to Sellers, a certificate in the form of Exhibit E-1, pursuant to which each Seller makes the representations and warranties described therein as of the Closing Date and (b) as to Buyer, a certificate in the form of Exhibit E-2, pursuant to which Buyer makes the representations and warranties described therein as of the Closing Date.

Bringdown Certificate means a certificate executed by the Contributors attesting and certifying as to the continuing truth and accuracy as of the date of Closing of each and all of the representations and warranties of the Contributors and the Constituent Parties under this Master Agreement and Exchange Option Agreement.

Bringdown Certificate has the meaning set forth in Section 4.5(b).

Bringdown Certificate shall have the meaning assigned to it in Section 5.02 of the Purchase Agreement.

Bringdown Certificate means a certificate in the form attached hereto as Exhibit D updating all representations and warranties of Seller hereunder as of the Closing Date.

Bringdown Certificate certifying that the representations and warranties set forth in Section 7(a) remain accurate, true and correct in all material respects as of Closing, and that all material covenants and obligations of the PGMI Parties under the Agreement have been performed, in the form attached hereto as Exhibit F (the “PGMI Parties Bringdown Certificate”).

Bringdown Certificate has the meaning given thereto in Section 9.3; "Business Acquisition Report" has the meaning given thereto in NI 51-102;