Seller Certification definition

Seller Certification has the meaning set forth in Section 6.03(b).
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Seller Certification means the certification in the form attached as Exhibit B to the Indenture.
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Seller Certification shall have the meaning set forth in Section 8.3(c).
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Examples of Seller Certification in a sentence

  • Each Seller Permit and each Seller Certification is listed on Schedule 5.10, and, except as noted on such Schedule, no individual Service Provider is the holder of any such Seller Permit or Seller Certification.

  • In the past five years, no Seller Party has received any notice from any Person alleging any noncompliance with any Seller Permit or Seller Certification.

  • Each Seller Permit and each Seller Certification is valid and in full force and effect, and, except as set forth on Schedule 5.10, none of such Seller Certifications or Seller Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of Seller) as a result of the consummation of the Transactions.

  • Section 2.6(k) of the PSA is hereby amended by adding the following at the end thereof, immediately prior to the period at the end thereof: "or the Seller Certification Condition shall have been satisfied with respect thereto.

  • In the past three years, no Seller Party has received any notice from any Person alleging any noncompliance with any Seller Permit or Seller Certification.

  • Each Seller Permit and each Seller Certification is listed on Schedule 5.10, and no individual Service Provider is the holder of any such Seller Permit or Seller Certification.

  • Share Certificate(s) Check As Applicable Received ¨ Stock Transfer Form Duly Completed ¨ Seller Certification Additional documentation will be required, depending on which box is ticked.

  • Each Seller Permit and each Seller Certification is valid and in full force and effect, and none of such Seller Certifications or Seller Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of Seller) as a result of the consummation of the Transactions.

  • It is the intent of Purchaser and Seller that the representations, warranties and covenants made by Seller in Section 5.1 of this Agreement or in the Seller Certification, if any (the “Seller Reps”) shall survive Closing for a period of one (1) year after the date of Closing.

  • The Seller shall deliver the Seller Certification to the Indenture Trustee on or before March 20 of each year, commencing in March 2007.

Related to Seller Certification

  • Servicer Certification As defined in Section 3.22(b) hereof.

  • 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.

  • Master Servicer Certification A written certification covering servicing of the Mortgage Loans by all Servicers and signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superceded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

  • Back-Up Certification As defined in Section 3.18(k).

  • Final Certification As defined in Section 2.02(a) hereof.

  • Interim Certification As defined in Section 2.02.

  • Initial Certification As defined in Section 2.02(a) hereof.

  • 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.

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Investor Certification A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class Representative (to the extent the Controlling Class Representative is not a Certificateholder or a Certificate Owner), a Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party is not a Certificateholder or Certificate Owner) or a Serviced Companion Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1) in the case of a Person that is neither the Controlling Class Representative nor a Controlling Class Certificateholder, such Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the Controlling Class Representative or a Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit X-0X, Xxxxxxx X-0X, Xxxxxxx X-0X, Exhibit M-1D or Exhibit M-1E to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or (2) in the case of the Controlling Class Representative or any Controlling Class Certificateholder, such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which may be a click-through confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder, such Person (A) shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special servicer appointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage Loan.

  • NRSRO Certification A certification executed by a NRSRO in favor of the Issuer and the Information Agent that states that such NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

  • Form 10-K Certification As defined in Section 4.03(e).

  • CEC Certification and Verification means that the CEC has certified (or, with respect to periods before the Project has been constructed, that the CEC has pre-certified) that the Project is an ERR for purposes of the California Renewables Portfolio Standard and that all Energy produced by the Project qualifies as generation from an ERR for purposes of the Project.

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].

  • Certifying Certificateholder As defined in Section 5.07(a) of this Agreement.

  • Citizenship Certification means a properly completed certificate in such form as may be specified by the General Partner by which an Assignee or a Limited Partner certifies that he (and if he is a nominee holding for the account of another Person, that to the best of his knowledge such other Person) is an Eligible Citizen.

  • 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.

  • Delay Delivery Certification As defined in Section 2.02(a) hereof.

  • Sarbanes-Oxley Certification As defined in Section 11.05.

  • certification body means a body, including product or quality systems certification bodies, that may be designated by one Party in accordance with this Part to conduct certification on compliance with the other Party's standards and/or specifications to meet relevant mandatory requirements;

  • Servicer’s Report means any report of the Servicer delivered pursuant to Section 3.1(a) of the Administration Agreement, substantially in the form acceptable to the Administrator.

  • Certification Parties As defined in Section 11.09.

  • Certification Party As defined in Section 11.05.