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 (i) the Allocation Schedule was prepared in accordance with the terms and conditions of this Agreement; and (ii) the information set forth on such Allocation Schedule is true, correct and complete;
(ii) A certificate of the Vice President of Finance of the Company (the “Transaction Costs Certificate”) certifying, on behalf of the Company, as to the total amount of all Transaction Costs that will be outstanding as of the Effective Time (which Transaction Costs Certificate shall include certifications that there are no additional Transaction Costs incurred prior to the Effective Time other than those reflected therein, and as to each Person to whom Transaction Costs are owed at the Effective Time, identify such Person and the amount thereof), along with wire transfer or other instructions for payment of the Transaction Costs;
(iii) A certificate of the Vice President of Finance of the Company (the “Indebtedness Certificate”) certifying, on behalf of the Company, as to the total amount of the Closing Indebtedness outstanding as of the Closing (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 Vice President of Finance of the Company (the “Working Capital Certificate”) certifying as to the amount of the Net Working Capital Adjustment Amount and the Closing Net Working Capital. The Closing Net Working Capital, and Net Working Capital Adjustment Amount (and the individual elements thereof, as applicable) shall be determined and prepared in accordance with GAAP, except to the extent noted on the Net Working Capital Schedule, and consistently with the policies, principles, procedures and methodologies used in calculating the Target Net Working Capital as set forth on the Net Working Capital Schedule (the “Working Capital Methodology”).
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.
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.
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
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:
