Payment Certificate Clause Samples

Payment Certificate. At least three Business Days prior to any payment of the Term Loans pursuant to Sections 4.3 by 2:00 p.m., the Borrower shall deliver to the Agent written notice along with a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be. In the event that the Borrower subsequently determines that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional payment of the Term Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Agent a certificate of a Responsible Officer demonstrating the derivation of such excess.

Payment Certificate. Contractor 1.1.

Payment Certificate. At least three Business Days prior to any payment of the Term Loans pursuant to Section 4.3 by 2:00 p.m., the Borrower shall deliver to the Agent written notice along with a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds. In the event that the Borrower subsequently determines that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional payment of the Term Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Agent a certificate of a Responsible Officer demonstrating the derivation of such excess.

Payment Certificate. Within 10 Business Days after receipt of a Progress Claim, Honeywell will assess the claim and may issue a Payment Certificate identifying the amount of the progress payment which Honeywell has certified to pay to the Subcontractor and if the amount is less than the amount claimed in the Progress Claim, the reasons why. The amount to be paid in respect of the Progress Claim may be reduced by: 1) amounts which Honeywell is entitled to deduct under this Subcontract; 2) amounts already paid under this Subcontract; 3) the estimated cost of rectifying any Defective work; 4) any cash retentions that Honeywell is entitled to withhold as security under the Subcontract. In assessing the amount to be included in a Payment Certificate, Honeywell may ensure that the amount certified for payment is an amount which, after payment, would allow sufficient monies in the balance of the Subcontract Sum to pay for the completion of the Works. If the Subcontractor submits a Progress Claim before the time stipulated in Progress Claims Paragraph for the submission of that Progress Claim, such early submission will not require Honeywell to make payment under the Invoice and Payment Section or issue its Payment Certificate in respect of that Progress Claim under this earlier than would have been the case had the Subcontractor submitted its Progress Claim in accordance with the Progress Claims Paragraph.

Payment Certificate. An original certificate (a “Payment Certificate”) signed by an executive officer of Developer certifying that (A) the representations and warranties of Developer in this Agreement and the Asset Purchase Agreement relating to the Development Towers (and the related Tower Assets and Sites) are true and correct in all material respects as of the applicable Closing Date, and (ii) Developer has performed all agreements contained in this Agreement and the Purchase Agreement required to be performed by Developer at or before the applicable Closing.

Payment Certificate. 21 Person. . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Payment Certificate. (a) Within 5 Business Days of receipt of a Payment Claim under Section 1(b) of this Schedule 3, the Fee Paying Party to whom a Payment Claim was issued, acting reasonably, by notice to the Independent Certifier must: (i) advise that the Fee Paying Party intends to make the payment set out in its Payment Claim and deliver a Payment Certificate to the Independent Certifier for the amount of its Payment Claim; or (ii) advise that the Fee Paying Party does not intend to make all or part of the payment set out in its Payment Claim, providing the reasons for its decision, and deliver a Payment Certificate to the Independent Certifier for any amounts to which the Fee Paying Party maintains that the Independent Certifier is entitled (if any), and Section 5 of this Schedule 3 applies in respect of the remainder. (b) The amount set out by the Fee Paying Party in its Payment Certificate under Section 2(a) of this Schedule 3 will be adjusted by: (i) any amounts which the relevant Fee Paying Party is owed or entitled to deduct or has deducted under this agreement; and (ii) any correction or modification to previous Payment Certificates of the relevant Fee Paying Party issued under Section 2(a) of this Schedule 3. (c) The Fee Paying Party may for any reason in any Payment Certificate: (i) correct any error in any of its previous Payment Certificates; or (ii) acting reasonably, modify any of its previous Payment Certificates, previously issued by the Fee Paying Party.

Payment Certificate. The Agent and the Lenders shall have received two Business Days prior to the Payment Date a certificate (a "Payment Certificate") dated as of the applicable Payment Date, in form and substance satisfactory to the Agent and the Lenders: (i) certifying either: (1) that there have been no amendments or changes to the articles and by-laws of the Corporation since the later of the Closing Date and the date of the last Payment Certificate, or (2) that attached thereto are true and correct copies of all amendments and/or changes to the articles and by-laws of the Corporation; (ii) certifying either: (1) that the most recently delivered certificate setting forth the names of the directors and officers of the Corporation, including sample signatures of such directors and officers of the Corporation who have executed any of the Documents, is in full force and effect, unamended, or (2) that attached thereto is an amended certificate setting forth the names of the directors and officers of the Corporation including sample signatures of such directors and officers who are authorized to execute any Documents; (iii) confirming the truth, accuracy and compliance of and with Sections 4.2(a) and 4.2(b) hereof and, to the extent there is any non-compliance and/or untruth, specifying such non-compliance and/or untruth; (iv) setting forth the proposed use of the proceeds of the Additional Purchase Price Payment and specifically tying such payment to the cash flow statements delivered to the Lenders pursuant to the Debentures; and (v) certifying that the Initial Purchase Price and any previous Additional Purchase Price Payments were used in accordance with and for the purposes set forth in this Agreement, the Debentures and any previously delivered Payment Certificates.

Payment Certificate. Concurrently with any payment of the Term Loans pursuant to Sections 4.3(a) through (c), the Borrower shall deliver to the Agent a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be. In the event that the Borrower subsequently determines that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional payment of the Term Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Agent a certificate of a Responsible Officer demonstrating the derivation of such excess.