Milestone Certificates Sample Clauses

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. Within seven (7) business days of receipt of any Milestone Certificate, Purchaser shall be required to comply with any obligations derived under the terms of this Agreement, including the payment to the Escrow Agent of the Additional Deposits.
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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 Xxxxx 0 Xxxxxxxxx Xxxxxx 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 Xxxxx 0 Xxxxxxxxx Xxxxxx 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 Xxxxx 0 Xxxxxxxxx Xxxxxx 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 Xxxxx 0 Xxxxxxxxx Xxxxxx 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, Xxxxx 0 Xxxxxxxxx Xxxxxxxxxxx, Xxxxx 0 Xxxxxxxxx Certificate and Xxxxx 0 Xxx...
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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.
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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.
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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...
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Related to Milestone Certificates

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Senior Certificates Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-R, Class 1-A-MR and Class 1-A-LR Certificates.

  • LIBOR Certificates Notional Amount Certificates........... None. Notional Amount Components............. None. Offered Certificates................... All Classes of Certificates other than the Private Certificates. Physical Certificates.................. Class A-R Certificates and the Private Certificates. Planned Principal Classes.............. None.

  • Deliverables at Triggering Event Dates; Certificates The Company agrees that on or prior to the date of the first Issuance Notice and, during the term of this Agreement after the date of the first Issuance Notice, upon: (A) the filing of the Prospectus or the amendment or supplement of any Registration Statement or Prospectus (other than a prospectus supplement relating solely to an offering of securities other than the Shares or a prospectus filed pursuant to Section 4(a)(ii)(B)), by means of a post-effective amendment, sticker or supplement, but not by means of incorporation of documents by reference into the Registration Statement or Prospectus; (B) the filing with the Commission of an annual report on Form 10-K or a quarterly report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A containing amended financial information or a material amendment to the previously filed annual report on Form 10-K or quarterly report on Form 10-Q), in each case, of the Company; or (C) the filing with the Commission of a current report on Form 8-K of the Company containing amended financial information (other than information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) that is material to the offering of securities of the Company in the Agent’s reasonable discretion; (any such event, a “Triggering Event Date”), the Company shall furnish the Agent (but in the case of clause (C) above only if the Agent reasonably determines that the information contained in such current report on Form 8-K of the Company is material) with a certificate as of the Triggering Event Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented, (A) confirming that the representations and warranties of the Company contained in this Agreement are true and correct, (B) that the Company has performed all of its obligations hereunder to be performed on or prior to the date of such certificate and as to the matters set forth in Section 5(a)(iii) hereof, and (C) containing any other certification that the Agent shall reasonably request. The requirement to provide a certificate under this Section 4(o) shall be waived for any Triggering Event Date occurring at a time when no Issuance Notice is pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Shares hereunder (which for such calendar quarter shall be considered a Triggering Event Date) and the next occurring Triggering Event Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Triggering Event Date when a suspension was in effect and did not provide the Agent with a certificate under this Section 4(o), then before the Company delivers the instructions for the sale of Shares or the Agent sells any Shares pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 4(o) dated as of the date that the instructions for the sale of Shares are issued.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.

  • Single Certificate A Single Certificate for the Class A-1 Certificates represents a $25,000 Denomination. A Single Certificate for the Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination.

  • Carry Forward to a Subsequent Year If you do not withdraw the excess contribution, you may carry forward the contribution for a subsequent tax year. To do so, you under-contribute for that tax year and carry the excess contribution amount forward to that year on your tax return. The six percent excess contribution penalty tax will be imposed on the excess amount for each year that it remains as an excess contribution at the end of the year. You must file IRS Form 5329 along with your income tax return to report and remit any additional taxes to the IRS.

  • Calculations and Certificates 34.1 ACCOUNTS In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are PRIMA FACIE evidence of the matters to which they relate.

  • TERMS FOR CERTIFICATES Section 11.01 Cut-Off Date................................................. Section 11.02 Cut-Off Date Aggregate Principal Balance..................... Section 11.03

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