Instruments and Certificates Clause Samples

Instruments and Certificates. All Instruments and all certificates representing securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Agent.
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Instruments and Certificates. All Instruments (other than promissory notes with a principal amount of less than $500,000) and all certificates representing certificated securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Agent, except (i) those permitted to be delivered under Section 8.36.4 of the Credit Agreement and (ii) those set forth on Schedule 11 hereto.
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Instruments and Certificates. As of the date hereof, all Instruments which are certificated and all certificates representing securities that are included in the Collateral and required to be delivered to Secured Party hereunder, together with all necessary endorsements, have been delivered to Secured Party. -5- LEGAL\38647535\1 23300.0001.000/441081.000 LEGAL\39070223\2 (h) Names Used by Grantor. As of the date hereof, (i) the actual corporate name of Grantor is the name set forth in the preamble above; (ii) the Grantor has not had any name other than that stated in the preamble hereto or as set forth on Schedule 2 for the preceding five years; and (iii) no entity has merged into Grantor or been acquired by Grantor within the past five years except, as of the Closing Date, as set forth on Schedule 2 or otherwise as expressly permitted by the Loan Agreement.
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Instruments and Certificates. The Grantor has granted a security interest in all of its assets, which security interest will be pari passu with the security interest granted to the Collateral Agent for the benefit of the Buyers pursuant to the Agreement, to holders of the following secured convertible promissory notes (the “Existing Promissory Notes”): Promissory Notes in the aggregate principal amount of $150,000 issued on January 29, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due January 29, 2010* with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $200,000 issued on February 27, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due February 27, 2010* with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $250,000 issued on March 30, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due March 30, 2010* with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $250,000 issued on June 22, 2009 to accredited investors, due June 22, 2010 with interest at 10% per annum. Promissory Note in the principal amount of $150,000 issued on June 30, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due June 30, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $430,000 issued on August 21, 2009 to accredited investors, due August 21, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $250,000 issued on September 30, 2009 to accredited investors, due September 30, 2010 with interest at 10% per annum. Promissory Note in the principal amount of $250,000 issued on September 30, 2009 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due September 30, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $270,000 issued on October 14, 2009 to accredited investors, due October 14, 2010 with interest at 10% per annum. Promissory Notes in the aggregate principal amount of $50,000 issued on January 7, 2010 to ▇▇▇▇▇ ▇. Little, due January 7, 2011 with interest at 10% per annum. Promissory Note in the aggregate principal amount of $675,000 issued on June 4, 2010 to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, due January 31, 2012 with interest at 10% per annum. * These promissory notes have matured but the Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ have agreed to delay payment and conversion of these notes to a future date.
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Instruments and Certificates. All Instruments and all certificates representing Pledged Securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Collateral Agent or to a Person that has agreed to hold such Instruments or certificates on behalf of the Collateral Agent for the purpose of perfecting the Collateral Agent’s security interests therein.
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Instruments and Certificates. At the applicable Second Closing, upon satisfaction or waiver of the conditions set forth in Section 7.2(a), the Purchasers shall deliver, or cause to be delivered, to the Seller Companies substantially the same instruments, certificates and other documents that the Purchasers are required under Section 3.1(b) above to deliver to the Seller Companies at the First Closing with respect to the Florida Purchased Assets and the Georgia Purchased Assets, as the case may be, that are not Regulated Assets, provided that such instruments, certificates and other documents shall pertain to the Regulated Assets being transferred at the Florida Second Closing or the Georgia Second Closing, as the case may be, and shall be modified as necessary or appropriate to reflect the provisions of this Section 3.2, Section 7.2 and Section 2.1(d).
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Instruments and Certificates. As of the Closing Date, all Instruments and all certificates representing securities that are included in the Collateral, together with all necessary endorsements, have been delivered to the Lender.
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Related to Instruments and Certificates

  • Licenses and Certificates Contractor shall, at all times during the term of this Contract, maintain in full force and effect such licenses as may be required by the State of California or any other governmental entity for Contractor to perform the duties specified herein and provide the services required pursuant to this Contract. Contractor shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, state, or federal governmental entities.

  • Reports and Certificates Each report and certificate delivered in connection with the Issuance Advice Letter or delivered in connection with any Advice Letter made to the CPUC by the Issuer with respect to the Fixed Recovery Charges or True-Up Adjustments will constitute a representation and warranty by the Servicer that each such report or certificate, as the case may be, is true and correct in all material respects; provided, however, that to the extent any such report or certificate is based in part upon or contains assumptions, forecasts or other predictions of future events, the representation and warranty of the Servicer with respect thereto will be limited to the representation and warranty that such assumptions, forecasts or other predictions of future events are reasonable based upon historical performance (and facts known to the Servicer on the date such report or certificate is delivered).

  • Calculations and Certificates 15.1 Any interest under this Agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 365 days (366 days in Leap Years). 15.2 If the Lender issues any certificate, determination or notification of a rate or any amount payable under a Finance Document, it shall be conclusive evidence (in the absence of manifest error) of the matter to which it relates.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Designation of Trust and Certificates The Trust created hereby shall be known as the "Corporate Backed Trust Certificates, AT&T Note-Backed Series 2003-18 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, AT&T Note-Backed Series 2003-18." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates"). The Trust is also issuing call warrants with respect to the Certificates ("Call Warrants"). (a) The Class A-1 Certificates shall be held through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit A-1. The Class A-2 Certificates shall initially be held through the Depository in book-entry form and, as set forth in Section 3(e) below, shall be held subsequent to the Closing Date in physical form or through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit A-2. The Class A-1 Certificates shall be issued in denominations of $25. The Class A-2 Certificates shall be issued in minimum notional denominations of $100,000 and integral multiples of $1 in excess thereof; provided, however, that on any Call Date on which a Warrant Holder shall concurrently exchange Called Certificates for a distribution of Underlying Securities in accordance with the provisions of Section 7 hereof, Called Certificates may be issued in other denominations. Except as provided in the Standard Terms and in paragraph (d) in this Section, the Trust shall not issue additional Certificates or additional Call Warrants or incur any indebtedness. (b) The Class A-1 Certificates shall consist initially of 1,600,000 Certificates having an initial aggregate certificate principal balance (the "Certificate Principal Balance") of $40,000,000. The Class A-2 Certificates are interest-only Certificates and shall have an initial aggregate notional amount equal to the initial Certificate Principal Balance of the Class A-1 Certificates. (c) The holders of the Class A-1 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at the applicable Class A-1 Rate on the outstanding Certificate Principal Balance of the Class A-1 Certificates. The holders of the Class A-2 Certificates will be entitled to receive on each Distribution Date the interest, if any, received on the Underlying Securities, to the extent necessary to pay interest at a rate of 1.625% per annum (the "Class A-2 Rate") on the outstanding notional amount of the Class A-2 Certificates, which notional amount shall be equal to the Certificate Principal Balance of the Class A-1 Certificates. On the Distribution Date occurring in May 2004, the Trustee shall cause the Trust to pay to the Depositor the amount of interest accrued and paid on the Underlying Securities from November 15, 2003, to but not including the Closing Date; provided, however, that in the event an Optional Exchange Date shall occur prior to the Distribution Date in May 2004, a pro rata portion of such amount shall be paid to the Depositor on the Optional Exchange Date in accordance with the provisions of Section 7(b)(ix) hereof. If the Depositor is not paid any such amount on such date, it shall have a claim for such amount. If Available Funds are insufficient to pay such amount, the Trustee will pay the Depositor its pro rata share, based on the ratio the amount owed to the Depositor bears to all amounts owed on the Certificates in respect of accrued interest, of any proceeds from the recovery on the Underlying Securities. (d) The Depositor may sell to the Trustee additional Underlying Securities on any date hereafter upon at least 3 Business Days' notice to the Trustee (or such shorter period as shall be mutually satisfactory to the Depositor and the Trustee) and upon (i) satisfaction of the Rating Agency Condition and (ii) delivery of an Opinion of Counsel to the effect that the sale of such additional Underlying Securities will not cause the Trust to be taxed as an association or publicly traded partnership taxable as a corporation for federal income tax purposes. Each condition to be satisfied with respect to a sale of Underlying Securities on or prior to the Closing Date shall be satisfied with respect to a sale of additional Underlying Securities no later than the date of sale thereof, each representation and warranty set forth in the Standard Terms to be made on the Closing Date shall be made on such date of sale, and from and after such date of sale, all Underlying Securities held by the Trustee shall be held on the same terms and conditions. Upon such sale to the Trustee, the Trustee shall deposit such additional Underlying Securities in the Certificate Account, and shall authenticate and deliver to the Depositor, on its order, Class A-1 Certificates in a Certificate Principal Balance, and Class A-2 Certificates in a notional amount, equal to the principal amount of such additional Underlying Securities, and Call Warrants related thereto. Any such additional Class A-1 Certificates and Class A-2 Certificates authenticated and delivered shall have the same terms and rank pari passu with the corresponding classes of Certificates previously issued in accordance with this Series Supplement. (e) No Class A-2 Certificate may be offered, resold, assigned or otherwise transferred (including by pledge or hypothecation) at any time prior to (x) the date which is two years, or such shorter period of time as permitted by Rule 144(k) under the Securities Act, after the later of the original issue date of such Class A-2 Certificates and the last date on which the Depositor or any "affiliate" (as defined in Rule 144 under the Securities Act) of the Depositor was the owner of such Class A-2 Certificates (or any predecessor thereto) or (y) such later date, if any, as may be required by a change in applicable securities laws (the "Resale Restriction Termination Date") unless such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including transfers to Accredited Investors), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iii) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee an executed copy of an Investment Letter with respect to the Class A-2 Certificates to be transferred substantially in the form of Exhibit C hereto and in the event the resale, assignment or transfer shall involve Class A-2 Certificates then being held in physical form, such A-2 Certificates shall be delivered to the Trustee for cancellation and the Trustee shall instruct the Depository to increase the aggregate notional amount of the Class A-2 Certificates held in book-entry form by an amount equal to the aggregate notional amount of Class A-2 Certificates so resold, assigned or transferred and to issue a beneficial interest in such global Class A-2 Certificates to such transferee. Prior to any offer, resale, assignment or transfer of any Class A-2 Certificates in the manner described in clause (iv) above, the prospective transferee and the prospective transferor shall be required to deliver to the Trustee documentation certifying that the offer, resale, assignment or transfer complies with the provisions of said clause (iv) and, in the event any such Class A-2 Certificate shall then be held in book-entry form and such resale, assignment or transfer shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct the Depository to decrease the aggregate notional amount of the Class A-2 Certificates held in book-entry form and the Trustee shall authenticate and deliver one or more Class A-2 Certificates in physical form in an aggregate notional amount equal to the amount of Class A-2 Certificates resold, assigned or transferred. In addition to the foregoing, each prospective transferee of any Class A-2 Certificates in the manner contemplated by clause (iii) above shall acknowledge, represent and agree as follows: (1) The transferee (x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and (z) is acquiring such Class A-2 Certificates for its own account or for the account of a QIB. (2) The transferee understands that the Class A-2 Certificates are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Class A-2 Certificates have not been and will not be registered under the Securities Act. (3) The transferee agrees that (A) if in the future it decides to offer, resell, pledge or otherwise transfer the Class A-2 Certificates prior to the Resale Restriction Termination Date, such Class A-2 Certificates shall only be offered, resold, assigned or otherwise transferred (i) to the Trust, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a QIB, in accordance with Rule 144A or (iv) pursuant to another available exemption from registration provided under the Securities Act (including any transfer to an Accredited Investor), and, in each of cases (i) through (iv), in accordance with any applicable securities laws of any state of the United States and other jurisdictions and (B) the transferee will, and each subsequent holder is required to, notify any subsequent purchaser of such Class A-2 Certificates from it of the resale restrictions referred to in clause (A) above. (f) The Class A-2 Certificates will, unless otherwise agreed by the Depositor and the Trustee, bear a legend substantially to the following effect: "THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2 CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT. EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."