Offset Certificate definition

Offset Certificate. Section 8.3(b)
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Examples of Offset Certificate in a sentence

  • The decision of any such court as to the validity and amount of any claim in such Offset Certificate shall be binding and conclusive upon the Parties.

  • The decision of any such court as to the validity and amount of any claim in such Offset Certificate shall be binding and conclusive upon the parties.

  • Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, any distribution of the Indemnification Hold-Back Cash Amount and Indemnification Hold-Back Shares and, as applicable, any payment of cash pursuant to Sections 2.6(c)(ii)(D), 2.6(c)(iii)(C), 2.6(c)(iv)(C) and 2.7(a)(C), as applicable, shall be stayed to the extent of the Stated Damages (subject to the limitations set forth in this ARTICLE VIII).

  • Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, any issuance of shares of Buyer’s Common Stock shall be stayed to the extent of the Stated Damages as provided in Section 2.1(c).

  • Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, any issuance of shares of Parent’s Common Stock shall be stayed to the extent of the Stated Damages as provided in Section 2.15.

  • Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, any distribution of the Indemnification Hold-Back Amount shall be stayed to the extent of the Stated Damages as provided in Section 2.17.

  • Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, any distribution of the Indemnification Hold-Back Amount and, as applicable, any issuance of shares of Buyer’s Common Stock or payment of cash pursuant to Sections 2.1(b)(iv), 2.1(b)(v), 2.2(a)(iii) and 2.2(a)(iv), as applicable, shall be stayed to the extent of the Stated Damages (subject to the limitations set forth in this Article IX).

  • Upon the timely delivery of an Offset Certificate stating a bona fide claim for Stated Damages, any distribution of the Indemnification Hold-Back Amount and, as applicable, any issuance of shares of Buyer’s Common Stock pursuant to Section 2.1(b)(v), shall be stayed to the extent of the Stated Damages.

  • Any Reduction Shares shall be taken (or the distribution stayed as contemplated by Section 8.3(b), as applicable) from the first available Milestone to be achieved after delivery of the applicable Offset Certificate (and, if needed, from each next successive Milestone to thereafter be achieved until the Reduction Shares have been fully applied).

  • On or before the Closing Date, Oxycal will provide Parent with an officer's certificate (the "Cash Consideration Offset Certificate") detailing the expenses specified in clauses (i) and (ii) of the immediately preceding sentence so that Parent may calculate the Cash Consideration.

Related to Offset Certificate

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

  • 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.

  • 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.

  • Class ___ Certificate Any one of the Certificates executed and authenticated by the Trustee or the Authenticating Agent on behalf of the Depositor in substantially the form set forth in Exhibit ____ hereto.

  • 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.

  • 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.

  • Trust Certificate means a certificate evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form of Exhibit A to the Trust Agreement.

  • 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.

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

  • 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.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • 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-18 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.

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Residual Interest Certificate means any of the Class R-I Certificates, the Class R-II Certificates, the Class R-III Certificates or, if issued in accordance with Section 2.06, the Class R-LR Certificates.

  • 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 R-1 Certificate Any Certificate designated a “Class R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC I and representing the right to the Percentage Interest of distributions provided for the Class R-1 Certificates as set forth herein.

  • Class R-X Certificate Any one of the Class R-X Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-R-X and evidencing the ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest.

  • 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.

  • 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.

  • 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.

  • 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 5.2 is satisfied in all respects.

  • Class R-2 Certificate Any Certificate designated a “Class R-2 Certificate” on the face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC II and representing the right to the Percentage Interest of distributions provided for the Class R-2 Certificates as set forth herein.

  • Final Certificate means the final certificate issued by the Engineer-in-Charge in accordance with the provisions hereof.

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