Payment Certifications Clause Samples

Payment Certifications. At, and as a condition to, the Closing, the Company shall cause the following certifications to be delivered to Buyer: (i) a certificate of the Chief Executive Officer of the Company (the “Allocation Certificate”) certifying that, to the best of his knowledge, (i) the Allocation Schedule was prepared in accordance with the terms and conditions of this Agreement and the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effect immediately prior to the Effective Time; (ii) the information set forth on such Allocation Schedule is true, correct and complete; and (iii) each Equity Holder’s status as an Accredited Investor or Non-Accredited Investor; (ii) a certificate of the Chief Financial Officer of the Company (the “Transaction Costs Certificate”) certifying that, to the best of his knowledge, on behalf of the Company, as to the total amount of all Transaction Costs incurred on or prior to the Effective Time (which Transaction Costs Certificate shall include certifications (i) that there are no additional Transaction Costs incurred prior to the Effective Time other than those reflected therein, (ii) that each Person to whom the Company could be obligated to pay any Transaction Costs was notified at least three days prior to the Closing Date that all invoices for Transaction Costs must be delivered to the Company prior to the Closing Date, (iii) as to the amount of Taxes for which any Group Company will become liable upon payment of any Transaction Costs to employees of such Group Company, and (iv) as to each Person to whom Transaction Costs are owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Transaction Costs; (iii) a certificate of the Chief Financial Officer of the Company (the “Indebtedness Certificate”) certifying to the best of his knowledge, on behalf of the Company, as to the total amount of the Closing Indebtedness (which Indebtedness Certificate shall include certifications (i) that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein and (ii) as to each lender to whom Closing Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Closing Indebtedness outstanding at the Effective Time; and (iv) a certificate of the ...
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Payment Certifications. ‌ 17.2.2.1 As further security against stop notices, liens and claims for failure of Developer, any Design-Build Contractor, or any other prime Contractor for the Design Work and Construction Work to pay amounts due for work, services, materials, equipment and supplies, Developer shall deliver to IFA the items set forth in this Section. 17.2.2.2 Within 20 days after the end of each calendar month until Final Acceptance of all Project Sections, Developer shall deliver to IFA: a. A written certificate of Developer certifying as to all Design Work and Construction Work that each Design-Build Contractor, and all subcontractors, laborers, Suppliers, Utility Owners and other third parties, have been paid all amounts due to date under their respective Contracts or purchase agreements, except only for (i) services, materials and equipment provided in the immediately preceding month, (ii) retainage provided in the relevant Contract and (iii) amounts in honest dispute, and any amounts in honest dispute shall be set forth in detail in an attachment to the certificate; b. A written certificate and release signed by each Design-Build Contractor, each other prime Contractor for Design Work or Construction Work, and each subcontractor or Supplier that provided services, materials or equipment in the preceding month, certifying that it has received payment in full for all services, materials or equipment, except only for (i) that provided in the immediately preceding month, (ii) retainage and (iii) amounts in dispute, stating any amounts in dispute, and waiving and releasing any and all claims, liens or security interests, known or unknown, suspected or unsuspected, for payment arising out of such services, materials or equipment against IFA, the State, the East End Crossing and any Payment Bonds provided to IFA under this Section 17.2; and c. Certified payrolls submitted by each Design-Build Contractor, each other prime Contractor for Construction Work and each subcontractor to the Indiana Department of Labor certifying wages paid and compliance with applicable prevailing wage requirements. 17.2.2.3 If IFA does not receive any such certificate or certified payroll, it may require Developer to immediately increase the amount of the Payment Bond and Performance Security to such amount as IFA determines is appropriate to protect its interests and the East End Crossing.
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Payment Certifications. At least 10 days prior to the first date on which payment of principal and any premium, interest, Liquidated Damages or Additional Amounts, if any, on the Notes is to be made, and at least 10 days prior to any subsequent such date if there has been any change with respect to the matters
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Payment Certifications. Upon Notice from Owner requesting the same (which Notice shall not occur more frequently than quarterly), Contractor shall use commercially reasonable efforts to obtain and submit within ten (10) Business Days after the date of such Notice a certification from each direct (i.e., first tier) Major Subcontractor to the effect that: (a) Contractor has paid such Subcontractor currently and there are no payments due in accordance with the terms of such subcontract from Contractor to such Subcontractor in connection with the Work except for disputed payments as identified in such certification or amounts that are not yet due and owing; and (b) Contractor has paid such Subcontractor all amounts other than retainage that will be paid for all Work completed by such Subcontractor through the end of the preceding month.
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Payment Certifications. After Construction Completion, and prior to release of retention, the following are required to be submitted to HCD as part of the close our report:
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Related to Payment Certifications

  • Exhibit D - Debarment Certification By signing and submitting this Contract, the Contractor is agreeing to abide by the debarment requirements as set out below.

  • DEBARMENT CERTIFICATIONS The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, “Debarment and Suspension.” By executing this agreement, the Engineer certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive Federal funds and, when requested by the State, to furnish a copy of the certification.

  • Debarment Certification The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions (Debarred). The Contractor also agrees to include the above requirement in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor becomes Debarred. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor becomes Debarred during the term hereof.

  • S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification Each Form 10-K with respect to the Trust shall include a S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a S▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.

  • New Certifications If a participating Employer is newly certified by ONA at one of its owned nursing homes for its registered nurses, the existing standard non-monetary provisions in the central ONA/RN agreements will automatically apply to the nurses effective nine (9) months after the Employer receives notice to bargain from the Union or a Memorandum of Agreement or Interest Arbitration Award is received, whichever is earlier. These provisions include: Article 1 Article 2.03 Articles 2.05, 2.07-2.12 Articles 3-8 Articles 9.01(d) only, 9.03-9.13, 9.15, 9.16, 9.17 Article 10