Closing Debt Certificate definition

Closing Debt Certificate has the meaning set forth in Section 1.3(a)(v).
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Closing Debt Certificate means the certificate prepared by the Company setting forth the Company Debt that Parent shall pay at Closing.
Sample 1
Closing Debt Certificate means a certificate of the Chief Financial Officer of the Company as to the amount of the Closing Debt in the form attached hereto as Schedule 1.1(l) to be delivered at the Time of Closing;
Sample 1

Examples of Closing Debt Certificate in a sentence

  • Subject to any other adjustment made in accordance with the terms of this Agreement, the aggregate price payable for the Purchased Shares (the "Purchase Price") shall be $105,000,000 less the amount of the Closing Debt (as shown in the Closing Debt Certificate).

Related to Closing Debt Certificate

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Credit certificate means a certificate issued by the allocating agency to a taxpayer that specifies the amount of affordable housing tax credits that can be applied against the taxpayer’s individual or corporate income tax, or franchise, captive insurance premium, or insurance premium tax liability as provided in this subchapter.

  • Tax credit certificate means a certificate issued by the office that:

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Pricing Certificate means a Pricing Certificate substantially in the form of Exhibit C hereto, properly completed and signed by an Authorized Officer of the Borrower.

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

  • Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Gift certificate means a merchandise certificate conspicuously designated as a gift certificate, and purchased by a buyer for use by a person other than the buyer.

  • Secretary’s Certificate has the meaning set forth in Section 2.2(a)(vi).

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-22 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Lockout Certificates The Class A-7 Certificates.