Milestone Certificates Clause Samples
Milestone Certificates. The Condominium shall be periodically inspected by a designated agent of the Design Consultants Team, as indicated in EXHIBIT C, that designed the construction documents and Plans (the “Inspector”) in order to objectively and independently verify that each and all of the Construction Milestones described and identified herein have been reached with respect to the Unit, the Condominium and the common areas of the Condominium by the main contractor engaged by the Seller to construct all the Condominium complex including the Unit (the “Inspections”), and in such case, the Inspector shall certify in writing that each of the Construction Milestones has been appropriately reached from the construction engineering and architectural technical point of view (“Milestone Certificates”), and copies of such Milestone Certificates shall be sent via email directly by the Seller to the Purchaser and the Closing Agent digitally signed by the (i) authorized signatory with full powers of attorney and legal representative and (ii) the engineer or architect responsible in charge of directing the construction of the Project, both from the Inspector’s firm. The cost of any the Inspections and the issuance of the Milestone Certificates both by the Inspector shall be paid exclusively by the Seller and are already included and contemplated within the total Purchase Price that the Purchaser is paying for the Unit according to this Agreement.
Milestone Certificates. The achievement of all Milestones and Milestone Components set forth herein shall be evidenced by delivery to the Administrative Agent of a certificate of an Authorized Officer in form and substance satisfactory to the Administrative Agent in its sole discretion that certifies achievement or failure of such Milestone and/or Milestone Components and attaching such as the Administrative Agent may request in its sole discretion demonstrating such achievement or failure of such Milestone and/or Milestone Components. The failure to deliver such certificate on or prior to the date that is five (5) Business Days after the applicable Test Date shall be deemed to constitute a failure to achieve each Milestone and/or Milestone Components to which such Test Date is applicable. For the avoidance of doubt, the parties understand and agree that achievement or failure of certain Milestone Components may require evaluation of results to verify satisfaction of the criteria thereof. Administrative Agent may, in its sole discretion, extend or otherwise stay any termination of Commitments pending further determination of whether any such Milestone Component has been satisfied or failed. Upon determination by Agent in its sole discretion that any such Milestone Component has been satisfied after the occurrence of the applicable Test Date or the date on which such certificate is required, such Milestone Component shall be deemed to have been satisfied as of the applicable Test Date. Any Applicable Percentage increase resulting from the failure to achieve any Milestone Component shall be deemed to have occurred immediately and automatically upon (i) delivery of the certificate or (ii) upon the failure to deliver such certificate on or prior to the date that is five (5) Business Days after the applicable Test Date. 4.
Milestone Certificates. (a) If the Level 1 Milestone is attained during a calendar year, then within ninety (90) days thereafter, Parent shall deliver to the Rights Agent a certificate (the “Level 1 Milestone Certificate”) certifying the satisfaction of the Level 1 Milestone and that the Holders are entitled to receive the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ from Parent, together with Parent’s calculation of Net Sales (“Net Sales Calculation”) for such calendar year. If the Level 1 Milestone is attained with respect to a calendar year, it shall not be attained in any subsequent calendar year.
(b) If the Level 2 Milestone is attained during a calendar year, then within ninety (90) days thereafter, Parent shall deliver to the Rights Agent a certificate (the “Level 2 Milestone Certificate”) certifying the satisfaction of the Level 2 Milestone and that the Holders are entitled to receive the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ from Parent, together with Parent’s Net Sales Calculation for such calendar year. If the Level 2 Milestone is attained with respect to a calendar year, it shall not be attained in any subsequent calendar year.
(c) If the Level 3 Milestone is attained during a calendar year, then within ninety (90) days thereafter, Parent shall deliver to the Rights Agent a certificate (the “Level 3 Milestone Certificate”) certifying the satisfaction of the Level 3 Milestone and that the Holders are entitled to receive the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ from Parent, together with Parent’s Net Sales Calculation for such calendar year. If the Level 3 Milestone is attained with respect to a calendar year, it shall not be attained in any subsequent calendar year.
(d) If the Level 4 Milestone is attained during a calendar year, then within ninety (90) days thereafter, Parent shall deliver to the Rights Agent a certificate (the “Level 4 Milestone Certificate”) certifying the satisfaction of the Level 4 Milestone and that the Holders are entitled to receive the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ from Parent, together with Parent’s Net Sales Calculation for such calendar year. If the Level 4 Milestone is attained with respect to a calendar year, it shall not be attained in any subsequent calendar year.
(e) If the Level 5 Milestone is attained during a calendar year, then within ninety (90) days thereafter, Parent shall deliver to the Rights Agent a certificate (the “Level 5 Milestone Certificate” and together with the Level 1 Milestone Certificate, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ Certificate and ▇▇▇▇▇ ▇ ▇▇▇...
Milestone Certificates. Concurrently with the delivery of the financial statements required by Section 5.2(a)(i) or (ii), (x) with respect to the first fiscal quarter in which the Tranche B Milestone is satisfied, a certificate of a Responsible Officer of the Borrower certifying that the Tranche B Milestone has occurred and (y) with respect to the first fiscal quarter in which the Tranche C Milestone is satisfied, a certificate of a Responsible Officer of the Borrower certifying that the Tranche C Milestone has occurred.
Milestone Certificates. H3.1 In accordance with Section H3, Design Builder shall make applications for Milestone Certificates.
H3.2 No later than 20 Business Days prior to the date Design Builder anticipates the Works will satisfy the Milestone Criteria required for the issuance of a Milestone Certificate in respect of a Milestone, Design Builder shall notify the City of the anticipated date for the completion of such Works, including an indication of the work still intended to be completed by Design Builder for the Works to achieve the Milestone and to satisfy the applicable Milestone Criteria.
H3.3 Concurrent with the delivery of a notice pursuant to Section H3.2, Design Builder shall request an inspection by the Independent Certifier to determine whether the conditions for issuance of the applicable Milestone Certificate have been achieved by Design Builder. The Parties shall cause the Independent Certifier to schedule the inspection and provide, within 15 Business Days of the completion of the inspection, Design Builder and the City with the results of that inspection, including a Deficiency List applicable to that Milestone.
H3.4 The City may, no later than 10 Business Days after receiving the results of the Independent Certifier’s inspection under Section H3.3:
(a) perform its own inspection of the Works; and
(b) notify Design Builder and the Independent Certifier of any items that, in the opinion of the City, prevent the Works from satisfying the conditions for issuance of the applicable Milestone Certificate.
H3.5 When the Independent Certifier, having regard to any items noted by the City in accordance with Section H3.4 and all corrective action, if any, taken by Design Builder in response thereto, is satisfied that the Works have satisfied all of the conditions for issuance of the applicable Milestone Certificate have been achieved by Design Builder the Independent Certifier shall promptly issue to Design Builder and to the City a certificate certifying the completion of the Works in respect of such Milestone and Milestone Criteria (a “Milestone Certificate”).
H3.6 If the Independent Certifier, having completed the inspection referred to in Section H3.3 in respect of the Works and having considered any items noted by the City in accordance with Section H3.4 and all corrective action, if any, taken by Design Builder in response thereto, determines that the Works have not satisfied all of the conditions for issuance of the applicable Milestone Certificate, then the Indepe...
Milestone Certificates. (i) With respect to each Facility listed in a Monthly Invoice, Contractor will also deliver a Milestone Certificate for each Milestone achieved by such Facility.
(ii) On the first Business Day of each month, Contractor will deliver to Buyer a draft Monthly Invoice and the associated draft Milestone Certificates.