Issuance of Certification Sample Clauses

Issuance of Certification. Based on Project Site observation, the Design Professional shall review the Contractor’s Application for Payment and determine the amount owed to the Contractor and shall certify to the Owner the Contractor's Application and Certificate for Payment. Such issuance shall constitute a representation by the Design Professional to the Owner that to the best of the Design Professional’s knowledge, information or belief, the Work has progressed to the point indicated, that the quality of Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount requested. If the Design Professional declines to certify all or a portion of the amounts requested by the Contractor, he shall state the reasons therefore, in its certification, and shall provide written notice to the Contractor of the same. When requested by the Owner, the Design Professional shall require lien waivers prior to approving the Contractor’s Application for Payment.
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Issuance of Certification. Based on project site observation, the Design Professional shall review the CM/GC’s Application for Payment and determine the amount owed to the CM/GC and shall certify the CM/GC's Application and Certificate for Payment. Such issuance shall constitute a representation by the Design Professional to the Owner that to the best of the Design Professional’s knowledge, information or belief, the Work has progressed to the point indicated, and that the quality of Work is in accordance with the Construction Documents, and that the CM/GC is entitled to payment in the amount requested. If the Design Professional declines to certify all or a portion of the amounts requested by the CM/GC, he shall state the reasons therefore, in its certification, and shall provide written notice to the CM/GC of the same. When requested by the Owner, the Design Professional shall require lien waivers prior to approving the CM/GC’s Application for Payment.
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Related to Issuance of Certification

  • Exchange of Certificates Each holder of a certificate formerly representing Bank Stock (other than Dissenting Common Stock) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials required by Section 2.10, to the Exchange Agent shall, upon acceptance thereof, be entitled to the Per Share Consideration of a certificate representing Company Stock or the proceeds of the sale of such stock in the Offering and Warrants into which the shares of Bank Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Company Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such Bank certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.4, each certificate representing Bank Stock shall be deemed from and after the Effective Time to evidence only the right to receive the Per Share Consideration Company Stock and a Warrant, as the case may be, upon such surrender. The Company shall not be obligated to deliver the consideration to which any former holder of Bank Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing shares of Bank Stock for exchange as provided in this Article III. If any certificate for shares of Company Stock, or any check representing declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

  • Notification of Certain Matters From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall promptly notify the other party hereto of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause: (i) any representation or warranty made in this Agreement by such party, or any information furnished in the Company Disclosure Schedule by such party, as the case may be, to be inaccurate either at the time such representation or warranty was made, or such information is furnished, or at the time of the occurrence or non-occurrence of such event; or (ii) any failure by such party to comply with or satisfy any condition to the obligations of such party to effect the Offer, the Merger and the other transactions contemplated by this Agreement, or (b) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any of the conditions to the obligations of any party to effect the Offer, the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.07 shall not be deemed to be an amendment of this Agreement or any schedule of the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter on the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or affect the remedies available hereunder to the party receiving such notice.

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