Tax Matters Certificate definition

Tax Matters Certificate. The Class R Certificate initially issued to ContiFunding Corporation as the initial Tax Matters Person.
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Tax Matters Certificate. The Certificate representing the Tax Matters Person Residual Interest, initially issued to the Trustee as the initial Tax Matters Person.
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Tax Matters Certificate. The Residual Certificate initially issued to ContiFunding Corporation as the initial Tax Matters Person for each REMIC.
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Examples of Tax Matters Certificate in a sentence

  • An "Action" shall mean any act or omission which fails to comply with any of the representations in the Sealed Air Tax Matters Certificate or the covenants in Section 5.1 and any act or omission which would fail to comply with any of the covenants in Section 5.1 but for compliance with the Ruling/Opinion Exception.

  • The statements set forth in the BRE Tax Matters Certificate shall be true, complete and correct as of the date such certificate is delivered to Xxxxxx & Xxxxxxx and will continue to be true through the date of the Distribution.

  • The statements set forth in the VelocityHSI Tax Matters Certificate shall be true, complete and correct as of the date such certificate is delivered to Xxxxxx & Xxxxxxx and will continue to be true through the date of the Distribution.

  • Without reliance on the Tax Matters Certificate, we would not render this opinion.

  • At the Effective Time, the repre- sentations set forth in the Tax Matters Certificates of Sealed Air, substantially in the form of Exhibit B (the "Sealed Air Tax Matters Certificate"), will be true and correct in all respects, and such representations are hereby incorporated herein by reference with the same ef- fect as if set forth herein in their entirety.

  • In rendering such opinion, such firm may receive and rely upon representations contained in cer- tificates of Grace, Merger Sub and Sealed Air and others, including, without limitation, the Grace Tax Matters Cer- tificate and the Sealed Air Tax Matters Certificate.

  • In rendering such opinion, Morgan, Lewis & Bockius LLP may receive and rely upon the representations of certain stockholders of the Company contained in the Tax Agreement and representations contained in certificates of the Company, stockholders of the Company, RSI, Merger Sub and others, including without limitation the Company Tax Matters Certificate and the RSI Tax Matters Certificate.

  • For information on executing a program, refer to the applicable sub- section in Section 8.

  • Plaintiff mentions a letter in which the President and CEO of a New Jersey-based WellPoint subsidiary wrote that he knew of no alternative data sourcesfor health care reimbursement rates.

  • In rendering such opinions, such firms may receive and rely upon representations contained in certificates of the Grace, Fresenius AG, Newco and others, including, without limitation, the Grace Tax Matters Certificate and the Fresenius AG Tax Matters Certificate.


More Definitions of Tax Matters Certificate

Tax Matters Certificate. The Class R Certificate, initially issued to The Bank of New York as the initial Tax Matters Person.
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Tax Matters Certificate. The Class R Certificate, representing a 0.001% Percentage Interest of such Class of Certificates, initially issued to Norwest Bank Minnesota, National Association as the initial Tax Matters Person.
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Tax Matters Certificate means, with respect to one or all series of Tax Exempt Notes, the applicable Corporation Certificate or Certificates relating to arbitrage and other tax matters delivered in connection with the issuance of such series of Notes, as the same may be amended or supplemented in accordance with its or their terms.
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Tax Matters Certificate. Together, the Class R-1 Certificate and the Class R-2 Certificate initially issued to WMC Mortgage Corp. as the initial Tax Matters Person.
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Tax Matters Certificate. Each of the Class R-I and Class R Certificates initially issued to ContiFunding Corporation as the initial Tax Matters Person.
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Tax Matters Certificate. The Class R Certificate, representing a 0.001% Percentage Interest of such Class of Certificates, initially issued to_______________ _______________ as the initial Tax Matters Person.
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Related to Tax Matters Certificate

  • Engineers' Certificate means a certificate of the Consulting Engineers or of such other engineer or firm of engineers having a favorable repute for skill and experience in the engineering matters with respect to which such certification is required by this Master Indenture.

  • Officers’ Certificates means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant providing for it in this Declaration shall include:

  • Semi-Annual Servicer’s Certificate is defined in Section 4.01(c)(ii) of the Servicing Agreement.

  • Monthly Servicer’s Certificate is defined in Section 3.01(b)(i) of the Servicing Agreement.

  • Servicer’s Certificate means an Officers’ Certificate of the Servicer delivered pursuant to Section 4.9, substantially in the form of Exhibit A.

  • Borrower’s Certificate means a certificate, certifying as to the matters set forth therein, signed on behalf of the Borrower by an authorized signatory having primary responsibility with respect to the matters set forth therein.

  • Officer’s Certificate means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof.

  • Guarantor’s Officers’ Certificate means, with respect to any Guarantor, a certificate signed by any two of the following: a Chairman of the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an Assistant Secretary of such Guarantor, or any other officer or officers of such Guarantor designated in a writing by or pursuant to authority of such Guarantor’s Board of Directors and delivered to the Trustee from time to time.

  • Exchange Rate Officer’s Certificate means a certificate setting forth (i) the applicable Market Exchange Rate or the applicable bid quotation and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate or the applicable bid quotation signed by the Chief Financial Officer or any Vice President of the Company.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).

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

  • Tax Certificate means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower.

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

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

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Record Date Period means the period from the close of business of any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date.

  • 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 5.3 is satisfied in all respects.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Environmental Certificate shall have the meaning set forth in Section 12.2.1.