Seller Compliance Certificate definition

Seller Compliance Certificate has the meaning set forth in Section 2.4(a)(iii).
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Seller Compliance Certificate has the meaning set forth in Section 2.3(a)(iii).
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Seller Compliance Certificate shall have the meaning set forth in Section 6.2(d) of this Agreement.
Sample 1Sample 2

Examples of Seller Compliance Certificate in a sentence

  • All of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller at or prior to the Closing shall have been duly complied with and performed in all material respects, and Seller shall have delivered to each of Parent and Purchaser the Seller Compliance Certificate to such effect.

  • All the representations and warranties of Seller set forth in ARTICLE IV hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made at the Closing, and Seller shall have delivered to each of Parent and Purchaser a certificate (the "Seller Compliance Certificate") to such effect dated as of the Closing Date and signed by the President of Seller.

  • All the representations and warranties of Seller set forth in ARTICLE IV hereof shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made at the Closing, and Seller shall have delivered to Purchaser a certificate (the "Seller Compliance Certificate") to such effect dated as of the Closing Date and signed by the President or a Vice President of Seller.

  • At such Closing, each Seller shall have delivered to Purchaser all of the following documents: a Seller Compliance Certificate; copies of all third party and governmental Consents and filings required in connection with the consummation of the Contemplated Transactions (including, without limitation, all blue sky filings and waivers of all preemptive rights and rights of first refusal); and such other documents relating to the Contemplated Transactions as Purchaser or its counsel may reasonably request.

  • All of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller at or prior to the Closing shall have been duly complied with and performed in all material respects, and Seller shall have delivered to Purchaser the Seller Compliance Certificate to such effect.

  • At each Closing, Seller shall have delivered to Purchaser all of the following documents: the Seller Compliance Certificate; copies of all third party and governmental Consents and filings required in connection with the consummation of the Contemplated Transactions (including, without limitation, all blue sky filings and waivers of all preemptive rights and rights of first refusal); and such other documents relating to the Contemplated Transactions as Purchaser or its counsel may reasonably request.

  • At such Closing, Seller shall have delivered to Purchaser all of the following documents: a Seller Compliance Certificate; copies of all third party and governmental Consents and filings required in connection with the consummation of the Contemplated Transactions (including, without limitation, all blue sky filings and waivers of all preemptive rights and rights of first refusal); and such other documents relating to the Contemplated Transactions as Purchaser or its counsel may reasonably request.

  • Seller shall have delivered to Buyer the Seller Compliance Certificate.

  • All of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller at or prior to the Closing shall have been duly complied with and performed except for such breaches or failures to perform which individually or in the aggregate do not constitute a Material Adverse Effect, and Seller shall have delivered to Purchaser the Seller Compliance Certificate to such effect.

  • All of the terms, covenants and conditions of this Agreement to be complied with and performed by Seller at or prior to the Closing shall have been duly 37 complied with and performed in all material respects, and Seller shall have delivered to Purchaser the Seller Compliance Certificate to such effect.


More Definitions of Seller Compliance Certificate

Seller Compliance Certificate means a certificate to the effect that each of the conditions specified in Article VI is satisfied in all respects.
Sample 1
Seller Compliance Certificate has the meaning set forth in Section 6.04.
Sample 1
Seller Compliance Certificate shall have the meaning set forth in Section 9.3(a).
Sample 1

Related to Seller Compliance Certificate

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • Compliance Certificate means a certificate substantially in the form of Exhibit D.

  • Officer’s Compliance Certificate means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F.

  • Covenant Compliance Certificate means a properly completed and executed Covenant Compliance Certificate substantially in the form of Exhibit X hereto.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Quarterly Compliance Certificate has the meaning specified in Section 4.1(d) of the Base Indenture.

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

  • Performance Certificate means the certificate issued under Sub-Clause 11.9 [Performance Certificate].

  • Performance Certification As defined in Section 11.05.

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Responsible Officer Certification means, with respect to the financial statements for which such certification is required, the certification of a Responsible Officer of the Borrower that such financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated and its consolidated income and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

  • Annual Statement of Compliance As defined in Section 3.13.

  • License Certificate means evidence of a license provided by Licensor to Licensee in electronic or printed form.

  • Acceptance Certificate (11/18) means a written instrument by which the City notifies Contractor that a Deliverable has been Accepted or Accepted with exceptions, and Acceptance Criteria have been met or waived, in whole or in part.

  • 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.

  • Certificate of Compliance means the certificate referred to in Section 3.03 of the Servicing Agreement and substantially in the form of Exhibit E to the Servicing Agreement.

  • Final Acceptance Certificate means the certificate that shall be issued by the Engineer to the Contractor upon the satisfactory completion of the contract by the Contractor.

  • Statement of Compliance means the statement forming part of a Tender indicating the Bidders compliance with the Specification.

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

  • 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.

  • Release Certificate means a Release Certificate in the form attached to this Appendix "C" as Schedule 2 executed by a duly authorized officer of the Custodian and delivered by the Custodian to the applicable Fund by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

  • Servicing Report has the meaning assigned to that term in Section 6.08(b).

  • Pick Up Report means the report detailing the number of sleeping rooms per day actually used out of the Program’s room block.

  • 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).

  • Borrowing Base Certificate means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion.