Company Debt Certificate definition

Company Debt Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying on behalf of the Company an itemized list of all outstanding Indebtedness immediately prior to the Effective Time and the Person to whom such outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness.
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Company Debt Certificate means a certificate executed by the Chief Executive Officer of the Company dated as of the Closing Date, certifying on behalf of the Company an itemized list of all payoff amounts, with respect to, each item of Company Debt as of the close of business on the day immediately prior to the Closing Date with a description of the Person to whom such Company Debt is owed and an aggregate total of such Company Debt.
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Company Debt Certificate means a certificate executed by the Chief Financial Officer of the Company certifying on behalf of the Company an itemized list of all outstanding Company Debt as of the Measurement Time and the Person to whom such Company Debt is owed and an aggregate total of such Company Debt. “Company Expenses” means, without duplication and to the extent unpaid as of the Measurement Time: (a) all fees costs, and expenses and other Liabilities of any Person accrued or incurred by, or payable by, any Seller Party, the Lead Stockholder, or any of the XXXX Entities in connection with the Transactions and any auction or sales process in respect of the sale of the XXXX Entities, including all legal, accounting, investment banking, tax and financial advisory fees, costs, expenses and other Liabilities; (b) the Change of Control Payments; and (c) 100% of the premium, fees and expenses in connection with the D&O Tail Policy. Company Expenses shall not include any amounts included as Company Debt or owed to the Escrow Agent. “Company Expenses Certificate” means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Company Expenses remaining unpaid as of the Measurement Time (including an itemized list of each such unpaid Company Expense with a description of the nature of such expense and the Person to whom such expense is owed). “Company Product” means the Company’s proprietary Software, services or other products that are currently provided, leased, licensed, sold, marketed, distributed, or made available by the XXXX Entities to third parties, and excluding in each case any third-party products that the XXXX Entities simply resell or support without material modifications. “Confidentiality Agreement” means the non-disclosure agreement, dated April 21, 2023, between the Company and Purchaser. “Consideration Recipients” means the Stockholders and the Amended SAR Holders. “Contract” means any binding contract, agreement, understanding, arrangement or commitment, written or oral.
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Examples of Company Debt Certificate in a sentence

  • At least 3 Business Days prior to the Closing, the Company shall have delivered to the Purchaser the Company Debt Certificate, together with any applicable Payoff Letters.

  • All Company Debt may be prepaid at the Closing without penalty under the terms of the Contracts governing such Company Debt except as described in detail in the Company Debt Certificate, which amounts, if any, will be included in the amount of Company Debt.

Related to Company Debt Certificate

  • 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.

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

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

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

  • 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.

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

  • Vote Limit Certificate means a certificate in substantially the form attached hereto as Exhibit B which is delivered to the Company in accordance with Article 8.

  • 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.

  • 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);

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

  • Class A-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-8 hereto.

  • 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.

  • Class J Certificate means any one of the Certificates with a "Class J" 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.

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • Company Certificate means a certificate of the Company signed by an Officer.

  • Earned credit certificate means a certificate issued by the Chief Procurement Officer evidencing the amount of earned credit a contractor has been awarded.

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.

  • Ownership Certificate An equity certificate representing a 100% undivided beneficial ownership interest in the Trust, substantially in the form attached as part of Exhibit A to the Trust Agreement.

  • Class ___ Certificate Any Certificate executed and authenticated by the Trustee or the Authenticating Agent on behalf of the Depositor in substantially the form set forth in Exhibit ___ hereto. The Class __ Certificates have no Pass-Through Rate or Certificate Balance.

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • Lockout Certificates The Class A-7 Certificates.

  • Class N Certificate means any of the Certificates with a "Class N" 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.

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Class A-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Reserve Report Certificate means a certificate of an Authorized Officer in substantially the form of Exhibit A certifying as to the matters set forth in Section 9.14(c).