Delivery of Officer's Certificates; Timing of Payments Clause Samples

The 'Delivery of Officer's Certificates; Timing of Payments' clause sets out requirements for providing official certifications and specifies when payments must be made under the agreement. Typically, it obligates one party to deliver certificates signed by company officers attesting to certain facts or compliance with conditions, often as a prerequisite to payment or closing. The clause also details the schedule or conditions under which payments are to be executed, such as upon receipt of the certificates or at specific milestones. Its core function is to ensure that payments are only made when all necessary certifications and conditions have been properly documented, thereby reducing risk and ensuring procedural clarity for both parties.
Delivery of Officer's Certificates; Timing of Payments. (a) Each of the certificates of a Responsible Officer required to be delivered hereunder shall be delivered not later than 12:00 P.M., New York City time, on the day on which the Agent is required to make transfers hereunder. Any certificate of a Responsible Officer delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Escrow Agent or the Security Agent, as the case may be, on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account. (b) Subject to (i) the timely receipt of a certificate of a Responsible Officer as prescribed herein, (ii) the availability of cash in the applicable Account and (iii) any other circumstances beyond the control of the Escrow Agent or the Security Agent, as the case may be, the Escrow Agent or the Security Agent, as the case may be, shall make any payment hereunder required (except for transfers between Accounts) by means of wire transfer of immediately available funds, to the address of the payee set forth on Schedule I hereto, to be received prior to 1:00 p.m., New York City time, on the date specified herein for such payment, or by such other means of payment, to such other address or at such late time as shall be specified in the certificate of a Responsible Officer of such payee. (c) Each Partner shall deliver to the other Partners, simultaneously with the delivery thereof to the Escrow Agent, a true copy of any certificate of a Responsible Officer delivered by such Partner pursuant to this Agreement.
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Delivery of Officer's Certificates; Timing of Payments. (a) Each certificate to be delivered by the Company under this Article shall be issued by a Responsible Officer of the Company and shall be delivered (unless otherwise specified) not later than 12:00 noon, New York City time, on the Business Day immediately prior to the day on which the Administrative Agent is required to make transfers hereunder. Any certificate of a Responsible Officer of the Company delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Administrative Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account. (b) Subject to (i) the timely receipt of a certificate of a Responsible Officer of the Company as set forth in paragraph (a) above, (ii) the availability of cash in the applicable Account and (iii) other circumstances beyond the control of the Administrative Agent, the Administrative Agent shall make any payment hereunder required (except for transfers between Accounts) by means of wire transfer of immediately available funds, to the address of the payee(s) set forth in the applicable certificate, to be received prior to 2:00 p.m., New York City time, on the date specified herein for such payment.
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Delivery of Officer's Certificates; Timing of Payments. Each certificate to be delivered by the Company under this Article shall be issued by a Responsible Officer of the Company and shall be delivered (unless otherwise specified) not later than 12:00 noon, New York City time, on the Business Day immediately prior to the day on which the Administrative Agent is required to make transfers hereunder. Any certificate of a Responsible Officer of the Company delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Administrative Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account.
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Delivery of Officer's Certificates; Timing of Payments. Each certificate to be delivered by the Company under this Article shall be issued by a Responsible Officer of the Company and shall be delivered (unless otherwise specified) not later than 12:00 noon, New York City time, on the Business Day immediately prior to the day on which the Administrative Agent is required to make transfers hereunder. Any certificate of a Responsible Officer of the Company delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Administrative Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account.
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Delivery of Officer's Certificates; Timing of Payments. (a) Each of the certificates of a Responsible Officer required to be delivered hereunder shall be delivered not later than 1:00 p.m., New York City time, on the day on which the Security Agent is required to make transfers hereunder. Any certificate of a Responsible Officer delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Security Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account. (b) Subject to (i) the timely receipt of a certificate of a Responsible Officer as prescribed in Section 4.20(a), (ii) the availability of cash in the applicable Account and (iii) other circumstances beyond the control of the Security Agent, the Security Agent shall make any payment hereunder required (except for transfers between Accounts) by means of wire transfer of immediately available funds, to the address of the payee set forth on Schedule I or, in the case of payments to be made pursuant to Section 4.1(a), to the address of the payee set forth in the Project Certificate, to be received prior to 3:00 p.m., New York City time, on the date specified herein for such payment, or by such other means of payment, to such other address or at such later time as shall be specified in the certificate of a Responsible Officer of such payee. (c) Each Partner shall deliver to each other Partner, simultaneously with the delivery thereof to the Security Agent, a Amended and Restated Security Deposit Agreement true copy of each certificate of a Responsible Officer of such Partner delivered by such Partner pursuant to this Agreement.
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Related to Delivery of Officer's Certificates; Timing of Payments

  • Delivery of Officer’s Certificate The Company shall have furnished or caused to be furnished to the Manager a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Registration Statement, the Prospectus and the Incorporated Documents, there has been no Material Adverse Effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement and the Prospectus.

  • Officer’s Certificate as Evidence Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

  • Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

  • Reliance on Officer’s Certificate Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

  • Officer’s Certificates Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.