Example ContractsClausesCommittee Certification
Committee Certification
Committee Certification contract clause examples

Committee Certification. No Participant shall receive any payment under the Plan that is subject to this Section 9 unless the Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any other material terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary to qualify as “performance based compensation” under Section 162(m) of the Code.

Committee Certification. The Committee shall certify the level of average annual Return on Invested Capital for the Performance Period and the percentage of Award Units that Vest as provided in Section 2.2 above no later than March 1, 2023.

Certification. Borrowers shall deliver to Lender such certifications and/or other evidence periodically requested by Lender, in its sole discretion, to verify the covenants, representations and warranties in Section 2.11(b) above. Notwithstanding anything in the Loan Documents to the contrary, no sale, assignment, or transfer of any direct or indirect right, title, or interest in any Borrower or any Property (including creation of a junior lien, encumbrance or leasehold interest) shall be permitted which would, in Lender’s reasonable opinion, negate Borrowers’ representations in this Section 2.11 or cause an ERISA Violation. At least fifteen (15) days before consummation of any of the foregoing, Borrowers shall obtain from the proposed transferee or lienholder # a certification to Lender that the covenants, representations and warranties of this Section 2.11 will be true after consummation; and # an agreement to comply with this Section 2.11.

CERTIFICATION. By executing this Second Amendment, Tenant hereby certifies that: # the Lease is in full force and effect and has not been modified except as expressly set forth above; # there are no prepayments by or credits due Tenant under the Lease; and # Tenant is not aware of any defaults by Landlord under the Lease, nor of any events which with the giving of notice or passage of time, or both, would constitute a default or breach of the Lease by Landlord.

Certification. Each of Landlord and Tenant certifies, represents, warrants and covenants that:

Certification. Manager shall cause its chief executive officer and such other officers or employees as may be requested from time to time by Lessee to certify to Lessee any one or more of the following: # the accuracy of any financial data or reports provided by Manager to Lessee; # the compliance by Manager with the Controls including, without limitation, any internal control procedures requested by Lessee; # that Manager has implemented internal control procedures requested by Lessee and that there are no material deficiencies in such controls or, if such deficiencies exist, identify the deficiencies, and # such other matters as may be reasonably requested by Lessee.

Payment, Certification. Unless the Committee determines otherwise, no Performance Bonus will vest with respect to any Participant until the Committee certifies in writing the level at which each applicable Performance Measure has been attained for the Performance Cycle. In determining the level of attainment of each applicable Performance Measure, the Committee may, in its discretion, include or exclude any event listed in Section 4(c) and the cumulative effect of changes in the law, regulations or accounting rules, and may determine to include or exclude, among other items, one or more of the following items: # asset impairments or write-downs; # litigation expenses, judgments, verdicts and settlements; # accruals for reorganization and restructuring programs; # the income, gain or loss attributable to the operations of any business acquired by the Company or its Affiliates; # the income, gain or loss attributable to one or more business operations or the assets thereof that are the subject of divestiture during the applicable Performance Cycle; # the effect of foreign currency fluctuations or changes in exchange rates; # expenses incurred in connection with a refinancing of the Company’s or its Affiliates’ debt; and # any event or transaction considered to be of an unusual nature or of an infrequent occurrence under GAAP.

Performance Certification. Promptly after the end of each Performance Period, the Committee will certify the degree to which the applicable Performance Goals have been achieved and the amount of Performance Bonus payable to each Participant hereunder. Any Performance Bonus required to be made under the Plan will be paid on a fully vested basis by the Company as soon as possible after the end of the applicable Performance Period, but in any event within 45 days following the end of any Quarterly Performance Period (in the case of any Quarterly Performance Goal) or within five days following the Emergence Date (in the case of any payments under Section 6(a)(iii) and in the case of any Emergence Performance Goal).

LEED Certification. Landlord may, in Landlord's sole and absolute discretion, elect to apply to obtain or maintain a LEED certification for the Project (or portion thereof), or other applicable certification in connection with Landlord's sustainability practices for the Project (as such sustainability practices are to be determined by Landlord, in its sole and absolute discretion, from time to time). Notwithstanding the foregoing, Tenant does not need to cause the Improvements or any Alterations to satisfy LEED certification requirements, but Tenant shall, at no cost to Tenant, otherwise promptly cooperate with the Landlord's efforts in connection therewith and provide Landlord with any documentation it may need in order to obtain or maintain the aforementioned certification.

Tenant Certification. By execution of this Amendment, Tenant hereby certifies that as of the date hereof, neither Tenant nor Landlord is in default of the performance of its obligations pursuant to the Lease, and Tenant has no claim, defense, or offset with respect to the Lease.

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