Underlying Entity Certificate definition

Underlying Entity Certificate means any certificate evidencing 100% of the Underlying Entity Interests for an Underlying Entity.
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Examples of Underlying Entity Certificate in a sentence

  • The acquisition of such Contributed REO Property by the applicable Underlying Entity shall result in an applicable change in the value of the Underlying Entity Certificate (as determined in accordance with the definition of Asset Value) and any Purchase Price Increase or Margin Deficit attributed to any change in category shall be paid by the Seller.

  • Upon delivery of such Underlying Entity Certificate to Administrative Agent the Lien granted hereunder is a first priority Lien on such Underlying Entity Certificate.

  • No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Underlying Entity Certificate, or (ii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of such Underlying Entity Certificate.

  • The applicable Seller has delivered to Administrative Agent the original Underlying Entity Certificate or other similar indicia of ownership of the Purchased Certificate, however denominated, re-registered in Administrative Agent’s name as required hereunder or as otherwise agreed to by Administrative Agent.

  • No Seller Party has received written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of such Underlying Entity Certificate is or may become obligated.

  • Each Underlying Entity Certificate constitutes all the issued and outstanding beneficial interests of all classes of the applicable Underlying Entity, as applicable, and such interests are certificated.

  • Each Underlying Entity Certificate has been duly and validly issued in the name of Administrative Agent.

  • No fraudulent acts were committed by the Sellers or any of their respective Affiliates in connection with the issuance of the Underlying Entity Certificate.

  • Each Underlying Entity Certificate complies in all respects with, or are exempt from, all applicable requirements of federal, state or local law relating to such Underlying Entity Certificate.

  • Each Underlying Entity Certificate (a) constitutes “securities” as defined in Section 8-102 of the Uniform Commercial Code (b) is not dealt in or traded on securities exchanges or in securities markets, (c) does not constitute an investment company security (within the meaning of Section 8-103(c) of the Uniform Commercial Code) and (d) is not held in a securities account (within the meaning of Section 8-103(c) of the Uniform Commercial Code).

Related to Underlying Entity Certificate

  • Preferred Security Certificate means a certificate representing a Preferred Security substantially in the form of Exhibit A-1.

  • Capital Security Certificate means a definitive Certificate in fully registered form representing a Capital Security substantially in the form of Exhibit A-1.

  • Eligibility Certificate is defined in Section 4.8(b).

  • Security Certificate Has the meaning given such term in Section 8-102(a)(16) of the New York UCC.

  • Safety Certificate and “deemed Safety Certificate” have the meanings given to “safety certificate” and “deemed safety certificate” by the Railways and Other Guided Transport Systems (Safety) Regulations 2006;