Certificate Conclusive and Binding Sample Clauses

Certificate Conclusive and Binding. Where any provision of this Agreement provides that the Lender may certify or determine an amount or rate payable by the Borrower, a certificate by the Lender as to such amount or rate shall be conclusive and binding on the Borrower in the absence of fraud or manifest error save that, if requested in writing to do so by the Borrower, the Lender shall provide evidence satisfactory to the Borrower (acting reasonably) as to the method of calculation of such amount or rate (as the case may be).
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Certificate Conclusive and Binding. Where any provision of this Agreement provides that a Finance Party may certify or determine an amount or rate payable by the Borrower, a certificate by such Finance Party as to such amount or rate shall be conclusive and binding on the Borrower in the absence of manifest error.
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Certificate Conclusive and Binding. If any provision of this Agreement stipulates that the Facility Agent or a Lender may specify or confirm the amount payable by the Co-Borrowers or the interest rate, the evidencing documents issued by the Facility Agent or the Lender in connection with such amount or interest rate shall, in the absence of error and to the extent permitted by law, be a conclusive evidence binding on the Co-Borrowers.
Sample 1
Certificate Conclusive and Binding. 79 21.8 Payments to Finance Parties........................................ 80 22. SET-OFF................................................................ .80 22.1 Contractual Set-off................................................ 80 22.2 Set-off not Mandatory.............................................. 80 23. SHARING................................................................. 80
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Certificate Conclusive and Binding. Where any provision of a Finance Document provides that a Finance Party may certify or determine an amount or rate payable by an Obligor, a certificate by such Finance Party as to such amount or rate shall be conclusive and binding on such Obligor in the absence of manifest error.
Sample 1
Certificate Conclusive and Binding. Where any provision of this Indenture provides that a Guaranteed Lender, a Holder, the Indenture Trustee, the Calculation Agent, Ex-Im Bank or the Security Trustee may certify or determine an amount or rate payable by the Issuer, a certificate by such Guaranteed Lender, such Holder, the Indenture Trustee, the Calculation Agent, Ex-Im Bank or the Security Trustee as to such amount or rate and specifying in reasonable detail the basis of computation of the relevant amount, shall be conclusive and binding on the Issuer in the absence of manifest error.
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Certificate Conclusive and Binding. A certificate signed by an authorised officer of the Collateral Agent stating any amount or rate for the purpose of this Deed shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
Sample 1
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Certificate Conclusive and Binding. Where any provision of this Indenture provides that a Holder, the Indenture Trustee or Ex-Im Bank may certify or determine an amount or rate payable by the Issuer, a certificate by such Holder, the Indenture Trustee or Ex-Im Bank as to such amount or rate and specifying in reasonable detail the basis of computation of the relevant amount, shall be conclusive and binding on the Issuer in the absence of manifest error.
Sample 1
Certificate Conclusive and Binding. Where any provision of this ---------------------------------- Agreement provides that a Lender, EXIM, the Facility Agent or the Security Trustee may certify or determine an amount or rate payable by the Borrower, a certificate by such Lender, EXIM, the Facility Agent or the Security Trustee as to such amount or rate and specifying in reasonable detail the basis of computation of the relevant amount, shall be conclusive and binding on the Borrower in the absence of manifest error.
Sample 1

Related to Certificate Conclusive and Binding

  • EFFECTIVE AND BINDING AGREEMENT CHSI and OIG agree as follows: A. This CIA shall become final and binding on the date the final signature is obtained on the CIA. B. This CIA constitutes the complete agreement between the parties and may not be amended except by written consent of the parties to this CIA. C. OIG may agree to a suspension of CHSI’s obligations under this CIA based on a certification by CHSI that it is no longer providing health care items or services that will be billed to any Federal health care program and that it does not have any ownership or control interest, as defined in 42 U.S.C. §1320a-3, in any entity that bills any Federal health care program. If CHSI is relieved of its CIA obligations, CHSI will be required to notify OIG in writing at least 30 days in advance if CHSI plans to resume providing health care items or services that are billed to any Federal health care program or to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the CIA will be reactivated or modified. D. The undersigned CHSI signatories represent and warrant that they are authorized to execute this CIA. The undersigned OIG signatories represent that they are signing this CIA in their official capacities and that they are authorized to execute this CIA. E. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Facsimiles of signatures shall constitute acceptable, binding signatures for purposes of this CIA. Community Health Systems, Inc. Corporate Integrity Agreement /s/ Xxxxxx Xxxxxxxx July 23, 2014 Xxxxxx Xxxxxxxx DATE Sr. Vice President, Corporate Compliance and Privacy Officer /s/ Xxxxxxx Xxxxxx July 23, 0000 Xxxxxxx Xxxxxx, Esq. DATE Counsel for CHSI Community Health Systems, Inc. Corporate Integrity Agreement /s/ Xxxxxx X. XxXxxxx July 28, 2014 XXXXXX X. XXXXXXX DATE Assistant Inspector General for Legal Affairs Office of Inspector General U. S. Department of Health and Human Services /s/ Xxxxxxx X. Xxxxxx July 24, 2014 XXXXXXX X. XXXXXX DATE Senior Counsel Office of Inspector General U.S. Department of Health and Human Services Community Health Systems, Inc. Corporate Integrity Agreement This Appendix contains the requirements relating to the Independent Review Organization (IRO) required by Section III.E of the CIA.

  • Execution, Delivery; Valid and Binding Agreement The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms.

  • Legal and Binding Agreement This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.

  • Successors; Binding Agreement, Assignment (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

  • AGREEMENT BINDING UPON THE PARTIES This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

  • Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

  • Execution and Binding Obligation This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • Non-Binding Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders of any of them. This Clause 19 and Clause 14.4 may be relied upon by any member of the Steering Committee notwithstanding the provisions of Clause 17.11.

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Successors and Binding Agreement (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company. (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

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