Down Certificate definition

Down Certificate means a certificate of each Vendor and the Purchaser deliverable on Closing, confirming that all of the representations and warranties of each Vendor and the Purchaser, as applicable, set out herein are true and complete as of the Closing Date.

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Down Certificate. A certificate in the form of Exhibit B, dated as of the Closing Date certifying as to the conditions set forth in Sections 7.01, 7.02, 7.05, 7.06 and 7.12; and

Down Certificate. A Bring Down Certificate dated as of the Closing Date to the effect that, except as noted in such certificate, each representation and warranty made by Purchaser herein is true and correct in all material respects on and as of the date of such certificate with the same effect as though each such representation or warranty had been made or given on and as of such date and that Purchaser has performed and complied with all the terms, covenants and conditions set forth herein which are 35 to be performed or complied with by Purchaser before as of the Closing.

Examples of Down Certificate in a sentence

• No Class A Member shall have an obligation to make a Capital Contribution pursuant to this Section 4.1(b)(i) unless the Company has issued a Bring Down Certificate to such Class A Member and the Board has issued a Capital Call to such Class A Member.

• All of Seller’s representations and warranties set forth in Section 17.1 shall be deemed to have been remade on and as of the Closing Date, and Seller shall deliver to Buyer at the Closing the Seller Bring Down Certificate, which certificate shall be subject to all limitations on liability and survival, limitations on Seller’s knowledge and other matters set forth elsewhere in this Agreement (to the same effect as if the statements made in such certificate were included in Section 17.1).

• Escrow Holder shall disburse to Buyer the Saatchi Lease Assignment, the General Assignment, the FIRPTA Certificate, the Form 593-C, the Tenant Notification Letter, the Seller Bring Down Certificate, and any other documents (or copies thereof) deposited into Escrow by Seller pursuant hereto.

• If the Company fails to deliver a Bring Down Certificate and/or an opinion in compliance with this Section 13.4 Harbinger may decide whether it wishes to reconfirm the Notification, amend the Notification (in which case the amended Notification shall be considered by the Company's Board pursuant to Section 13.5) or withdraw the Notification (in which case, there shall be no Notification falling to be considered by the Company's Board pursuant to Section 13.5).

• The Bring Down Certificate shall be appended to this Agreement as Annex D.

• Execute and deliver to Buyer the Date Down Certificate described in Section 8.

• The representations and warranties of Seller contained in Section 17 and elsewhere in this Agreement were true in all material respects when made, and are true in all material respects as of the Closing Date and Buyer shall have received a certificate signed by an authorized officer of Seller to that effect ("Seller's Date Down Certificate").

• The Administrative Agent shall have received the most recently required Wind Down Certificate or Canadian Borrowing Base Certificate, as applicable, with each such Wind Down Certificate or Borrowing Base Certificate, as applicable, including schedules as required by this Agreement.

• In addition, the Vendor will have delivered to the Purchaser a certificate of a senior officer of the Vendor confirming the same (the “Bring Down Certificate of the Vendor”).

• All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to Seller’s Bring Down Certificate and Purchaser’s Bring Down Certificate, as applicable.

More Definitions of Down Certificate

Down Certificate means a certificate delivered on or after the Bring Down Date certifying that: (i) the MAE Condition has been satisfied as though references in the MAE Condition to the Closing Date were references to the Bring Down Date; and (ii) the terms of employment of any of the Key Managers have not been amended or terminated, and no notice of any such termination has been given by any of the Target Companies;

Down Certificate. A certificate dated as of the Closing Date, in form reasonably acceptable to Buyer, signed by each Seller certifying as to the conditions set forth in Sections 7.01, 7.02, 7.05, 7.06 and Section 7.13; and