Conditions to Final Payment; Acceptance and Liens Clause Samples

Conditions to Final Payment; Acceptance and Liens. Company, in its discretion, may withhold Work final acceptance and final payment until Provider (i) ensures the premises are cleaned up to Company’s satisfaction; and (ii) all Work is tested in accordance with the specifications and properly operating. Further, Provider shall submit to Company fully executed, complete and final lien waivers. If Provider fails or refuses to pay any Claim concerning the Agreement which has or may become a charge against Company or its property, whether it shall arise or be presented or discovered before or after final payment to Provider, Company, on notice or knowledge thereof, and on not less than three (3) days’ notice to Provider, may pay or settle or compromise any such Claim or do and perform such obligations, and Provider shall pay Company on demand the actual cost Company paid, or Company may deduct the amount from any sums due or to become due to Provider. No Company payment or use of the Work shall constitute Company’s acceptance of any Work. A. Invoices must include the following information and be supported by attachments documenting the following: (i) Agreement, Order number(s) and line item numbers; (ii) Work description, quantity, unit price and price extension; (iii) Quantities in the same unit of measure as the Order; (iv) Sales tax if applicable; (v) Total invoice amount; (vi) Invoice period by actual dates; (vii) For Work performed on a time and material basis, details showing the breakdown of Provider’s employees’ titles/job classifications and hours and days worked. Offsite and travel hours are to be segregated from on-site Work time; (viii) Copies of approved timesheets for the Work covered by the invoice if Order requires; (ix) Details showing costs and description(s) of equipment and/or material provided; (x) Subcontractor’s invoice (as applicable), delivery ticket or other relevant documentation. Provider is responsible for verifying the accuracy of all Subcontractors’ documentation, prior to submittal to Company. (xi) Mark-up percentage, if applicable; (xii) Copies of expense bills, as applicable, in accordance with the Company’s Policies and Procedures; (xiii) Per diem amounts, dates and total, as applicable; and B. Each Order must be billed separately. C. If a Law requires Company to determine “units of property” segregated costs, Provider agrees to furnish cost breakdowns to assist the Company in such determinations.
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Related to Conditions to Final Payment; Acceptance and Liens

  • Conditions for Advance and Conditions to Closing Section 7.1.

  • Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & ▇▇▇▇ International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: