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Certification
Certification contract clause examples

Certification: Within thirty (30) days of the Effective Date, Dicerna shall certify to Alnylam that it has destroyed all copies of any documents that Dicerna obtained in any form from the Merck electronic data room during the Sirna diligence process as well as all copies of any Merck documents taken or received from Merck by the former Merck employees now employed by Dicerna and now in the possession of or under the control of such employees or Dicerna’s counsel, whether in hard copy or electronic form, regardless of where such documents are located, provided, however, that outside counsel may retain a single archival copy of these documents for outside counsel eyes only, and provided further that this certification as it relates to the former Merck employees is limited to Dicerna’s knowledge after due inquiry and use of its best efforts. Each Party confirms that it will return or destroy materials produced to the other during the State Court Action in accordance with the terms of the Stipulated Protective Order entered in that action.

Certification. In the case of any Award that is granted subject to the condition that a specified performance measure be achieved, no payment under such Award shall be made prior to the time that the Committee certifies in writing that the performance measure has been achieved. For this purpose, approved minutes of the Committee meeting at which the certification is made shall be treated as a written certification. No such certification is required, however, in the case of an Award that is based solely on an increase in the value of a Share from the date such Award was made.

Certification. Following completion of each calendar year in the Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goal for the calendar year has been achieved and, if so, calculate and certify in writing the number of Performance Units that the Participant earned and the value of such units for such calendar year based upon the Company’s TSR relative to the Peer Group TSR.

Certification. Parent and the Holders’ Representatives agree, upon request from the other party, to use their commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement (including the Merger)).

Certification. The undersigned Responsible Officer hereby certifies on behalf of Debtor that (a) Debtor is in compliance with all covenants of the Loan Agreement, and (b) as of the date of this compliance certificate and the date received by Lender, no Event of Default or Default, has occurred. The Note and Loan Agreement are acknowledged, ratified, confirmed, and agreed by Debtor to be valid, subsisting, and binding obligations. Debtor agrees that there is no right to set-off or defense to payment of the Indebtedness.

Certification. Each of the schedules and certificates delivered to Lender by Borrower Representative pursuant to this Section 8.3 shall be in a form acceptable to Lender and shall be signed and certified by the president, chief financial officer or treasurer of Borrower Representative to be true, correct and complete as of the date indicated thereon. In the event that any of such schedules or certificates are delivered electronically or without signature, such schedules and/or certificates shall, by virtue of their delivery, be deemed to have been signed and certified by the president of Borrower Representative to be true, correct and complete as of the date indicated thereon.

Certification. Landlord certifies that to the best of its knowledge it has disclosed all asbestos surveys or inspections within its custody that have been conducted by or on behalf of Landlord concerning the Building (including the Premises) of which there are none as of the Lease Commencement Date as the Building has not yet been constructed. Based upon these surveys and inspections, if any, Landlord further certifies that to the best of its knowledge it has not received any written notice that any asbestos-containing materials (“ACM”) in the Building (including the Premises) are in violation of applicable Laws (which violation remains uncured). Landlord has furnished copies of these asbestos surveys or inspections (if any) to the District prior to the Lease Commencement Date. If any asbestos inspection is conducted, Landlord shall furnish a copy thereof to the District at least 10 days’ prior to the Lease Commencement Date. The D.C. Office of Occupational Safety and Health is authorized to conduct a visual inspection of the Building (including areas not demised hereunder) at any time after the Lease Commencement Date during the Lease Term. The certifications made by Landlord regarding asbestos and

Certification. Each Transaction Request delivered by any or all Sellers hereunder shall constitute a certification by such Seller that all the conditions set forth in this Section 3(b) have been satisfied (both as of the date of such notice or request and as of Purchase Date)

Certification. Following the completion of each performance period, the Administrator will certify in writing, in accordance with the requirements of Section 162(m) of the Code, whether the performance objectives and other material terms of a Performance Award have been achieved or met. Unless the Administrator determines otherwise, Performance Awards will not be settled until the Administrator has made the certification specified under this Section 8(f).

Certification. The Maker shall have certified to the Bank that Maker has no claims, causes of action, or demands against the Bank or defenses or offsets to the payment of the Loan or any other amounts due under the Loan Documents (as defined in the Mortgage) as of such date, and that all representations and warranties set forth in the Mortgage remain true and correct as of the making of the Refinancing Loan.

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