Indebtedness Certificate definition

Indebtedness Certificate means a certificate from the Vendor signed by its Finance Director certifying the amount of the Indebtedness;
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Indebtedness Certificate is defined in Section 2.4(b)(iii).
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Indebtedness Certificate shall have the meaning set forth in Section 1.9(a).
Sample 1

Examples of Indebtedness Certificate in a sentence

  • Concurrently with the delivery of the Net Indebtedness Certificate, the Company will deliver to Parent Schedule 4.1(d), which will be attached to this Agreement and will set forth the Fully-Diluted Stockholders, the aggregate Company Common Shares, Options or Warrants owned thereby, and the portion of the Merger Consideration allocable to such Fully-Diluted Stockholders calculated in accordance with the terms of this Agreement.

  • As of the Effective Time, the amount of Net Indebtedness shall be the amount set forth in the Net Indebtedness Certificate.

  • Concurrent with the Closing and to the extent such amounts are not paid by the Company prior to the Closing, Purchaser will cause the Company to pay the amount of such Indebtedness or Company Transaction Costs as set forth in the Payoff Letters and described more fully on the Company Closing Transaction Costs Certificate and the Company Closing Indebtedness Certificate.

  • At the Effective Time, Parent will, or will cause the Surviving Corporation or any of its Subsidiaries to, repay in full all amounts owing pursuant to, and discharge all of the Company's and its Subsidiaries' obligations under, the agreements governing the Indebtedness identified on the Net Indebtedness Certificate, other than with respect to (i) the Senior Subordinated Notes and (ii) such Indebtedness which by its terms may not be repaid at such time.

  • To the extent not set forth in the Closing Statement, upon delivery of the Closing Statement, Parent shall be deemed to have accepted and agreed with the Company’s calculations of all other items and amounts contained in the Estimated Closing Statement, the Holder Allocable Expense Certificate and the Indebtedness Certificate.

  • On the Closing Date, Parent shall pay to each holder of Company Indebtedness set forth on the Indebtedness Certificate the amount set forth in the applicable invoice or payoff letter in accordance with the terms of the payment instructions set forth in the Indebtedness Certificate.

  • At least five (5) Business Days before the Completion Date, the Seller shall prepare and deliver to the Purchaser a draft of the Completion Indebtedness Certificate and the Completion Transaction Expenses Certificate and a written notice setting out its good faith estimates of the amount of the Estimated Cash and Estimated Working Capital, in each case, assuming completion of the Restructuring, and the resulting calculation of the Completion Payment (the “Estimates Statement”).

  • Badminton Courts (2 Nos.)Two badminton courts of 880 sq.ft each; Hall Size 4488 sq.ft Wooden Floor 2004 1092 1150 1176 1210 1273 2.

  • The Company is a holding company and has no assets other than the capital stock of Thousand Trails and has no liabilities other than those incurred as a result of, and relating to, the ownership of the Thousand Trails capital stock including in respect of (i) any Indebtedness identified on the Indebtedness Certificate and (ii) the Notes.

  • The Company shall have delivered a certificate (the "Indebtedness Certificate") of the Chief Financial Officer of the Company certifying as to the amount of Indebtedness of the Company and its subsidiaries outstanding as of the Closing Date (the "Certified Indebtedness") plus any premium or penalty payable upon the prepayment of such Indebtedness on the Closing Date, and shall have given Buyer reasonable access to the books and records of the Company necessary to determine the accuracy of such certificate.


More Definitions of Indebtedness Certificate

Indebtedness Certificate means the certificate substantially in the form of Exhibit D.
Sample 1

Related to Indebtedness Certificate

  • Preferred Security Certificate means a certificate representing a Preferred Security substantially in the form of Exhibit A-1.

  • Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Capital Security Certificate means a definitive Certificate in fully registered form representing a Capital Security substantially in the form of Exhibit A-1.

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Consolidated Senior Indebtedness means, with respect to the Borrower and its Restricted Subsidiaries as of any date of determination on a Consolidated basis without duplication, the sum of (a) all Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries minus (b) all Subordinated Indebtedness of the Borrower and its Restricted Subsidiaries.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • 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.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • 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.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • 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.

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Permitted Senior Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more financial institutions together with any amendments, restatements, renewals, refundings, refinancings or other extensions thereof); provided, however, that the aggregate outstanding amount of such Permitted Senior Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Indebtedness) does not as of the date on which any such Permitted Senior Indebtedness is incurred exceed $10,000,000, with respect to the unpaid principal balance of loans thereunder and, provided further that such Permitted Senior Indebtedness shall only be incurred to the extent that the Consolidated Total Indebtedness to Market Capitalization Ratio does not exceed .15 at the time of incurrence of such Permitted Senior Indebtedness.

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Additional Indebtedness means any Additional Specified Indebtedness that (1) is secured by a Lien on Collateral and is permitted to be so secured by:

  • Consolidated Senior Secured Debt means, at any date of determination, the aggregate principal amount of Total Funded Debt outstanding on such date that is secured by a Lien on any asset or property of the Borrower or the Restricted Subsidiaries, which Total Funded Debt is not, by its terms, subordinated in right of payment to the Obligations.

  • 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.

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Prior Indebtedness means the Indebtedness and obligations specified on Schedule 11.1 hereto.

  • Superior Indebtedness means all Indebtedness of the Borrower and its Consolidated Entities (other than Members’ Subordinated Certificates and Qualified Subordinated Indebtedness), but excluding (i) Indebtedness of the Borrower or any of its Consolidated Entities to the extent that the proceeds of such Indebtedness are used to fund Guaranteed Portions of RUS Guaranteed Loans and (ii) any indebtedness of any Member Guaranteed by the Borrower or any of its Consolidated Entities (“Guaranteed Indebtedness”), to the extent that either (x) the long-term unsecured debt of such Member is rated at least BBB+ by S&P or Baal by Xxxxx’x, (y) the long-term secured debt of such Member is rated at least A- by S&P or A3 by Xxxxx’x or (z) the payment of principal and interest by the Borrower or any of its Consolidated Entities in respect of such Guaranteed Indebtedness is covered by insurance or reinsurance provided by an insurer having an insurance financial strength rating of AAA by S&P or a financial strength rating of Aaa by Xxxxx’x.

  • WREGIS Certificate Deficit means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month (“Deficient Month”). If any WREGIS Certificate Deficit is caused, or the result of any action or inaction, by Seller, then the amount of Delivered Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for the purposes of calculating Buyer’s payment(s) to Seller under Article 6 and the Guaranteed Energy Production for the applicable Performance Measurement Period. Any amount owed by Seller to Buyer because of a WREGIS Certificate Deficit shall be made as an adjustment to Seller’s next monthly invoice to Buyer in accordance with Article 6, and Buyer shall net such amount against Buyer’s subsequent payment(s) to Seller pursuant to Article 6.

  • Common Security Certificate means a definitive certificate in fully registered form representing a Common Security substantially in the form of Exhibit A-2.