Certificate Conclusive Clause Samples
The Certificate Conclusive clause establishes that a certificate or statement issued by a specified party, often an agent or lender, is considered final and binding evidence regarding certain facts or calculations under the agreement. For example, this might apply to the outstanding amount of a loan, the occurrence of an event of default, or the calculation of interest due, with the certificate serving as proof unless there is a manifest error. The core function of this clause is to streamline dispute resolution and provide certainty by designating a single, authoritative source for key information, thereby reducing the potential for prolonged disagreements over factual matters.
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Certificate Conclusive. Where any provision of a Related Document provides that the Lender may certify or determine an amount or rate payable by the Borrower, a certificate by the Lender or a manager, director or secretary or other officer of the Lender as to that amount or rate or a notice containing information shall, in the absence of manifest error or fraud, be conclusive and binding on the Borrower.
Certificate Conclusive. A certificate of DEG stating:
(a) the amount of the Guaranteed Obligations due and payable; or
(b) any amount due and payable by the Guarantor under this Agreement; or
(c) the amount of the Guaranteed Obligations, whether currently due and payable or not, shall be conclusive in the absence of manifest error.
Certificate Conclusive. Any decisions regarding the extent to which the Premises or any portion of the Property has become unfit for use shall be made by an architect or professional engineer appointed by the Tenant, whose decision shall be final and binding on the parties.
Certificate Conclusive. A certificate of IFC stating:
(a) the amount of the Guaranteed Obligations due and payable; or
(b) any amount due and payable by the Guarantor under this Agreement; or
(c) the amount of the Guaranteed Obligations, whether currently due and payable or not, shall be conclusive in the absence of manifest error.
Certificate Conclusive. A certificate by the Lender as to any sum payable to it under this Agreement, and any other certificate, determination, notification, opinion or the like of the Lender provided for in this Agreement, shall be conclusive save for manifest error.
Certificate Conclusive. You agree that a certificate from us setting out the amount which you owe under a Facility Agreement is proof that you owe the amount stated, unless you prove the contrary.
Certificate Conclusive. In the event of a dispute as to the fitness for occupancy or as to the suitability of the Building and the Premises for the Tenant’s business, the decision of an independent qualified professional engineer or architect retained by the Landlord shall be final and binding on both parties.
Certificate Conclusive. Any certificate or determination by the Mortgagee as to the amount of any Secured Liability is, in the absence of manifest error, conclusive.
Certificate Conclusive. A certificate of the Senior Lenders stating:
(a) the amount of the Guaranteed Obligations (whether currently due and payable or not); or
(b) any amount due and payable by the Sponsor under this Agreement; when delivered will be conclusive in the absence of manifest error.
Certificate Conclusive. A certificate, statement or letter signed by a Diners Club employee or approved agent of Diners Club stating the amount you owe Diners Club under these terms and conditions is conclusive evidence of the amount of your liability to Diners Club at the date of the certificate, unless there is obvious error.