Quarterly Certification. Within fourteen (14) calendar days following the end of each calendar quarter, the Grantor shall provide the Beneficiary (with a copy to the Trustee) a written certification (the “Quarterly Certification”) stating the Required Amount as of the calendar quarter end and the aggregate fair market value of the Permitted Investments held in the Trust Account as of the calendar quarter end (both on an asset-by-asset basis and a cumulative basis). Such certification shall separately state the effect on the fair market value of the Assets of withdrawals by the Grantor from the Trust Account effected during such calendar quarter. As soon as is practicable, but in no event more than ten (10) Business Days following its receipt of the Quarterly Certification, the Beneficiary shall either (i) countersign such certification and forward it to the Trustee or (ii) notify the Grantor that it objects to the Grantor’s calculation of the Required Amount or the Grantor’s valuation of any Asset. If the parties are able to resolve such dispute within ten (10) Business Days of the Beneficiary’s transmittal to the Grantor of its notice of objection, they shall promptly forward to the Trustee a jointly signed certification of the Required Amount. If the parties are unable to resolve such dispute within ten (10) Business Days of the Beneficiary’s transmittal to the Grantor of its notice of objection, and the dispute relates to the valuation of an Asset, the value of such Asset shall be determined by a Third Party Appraiser and the parties shall be bound by such valuation. All other disputes shall be resolved in accordance with Section 10.1 of this Trust Agreement. Upon resolution of such dispute, the parties shall forward to the Trustee a copy of the corrected Quarterly Certification setting forth the Required Amount as resolved through such Third Party Appraiser or arbitration. The Grantor shall, to the extent reasonably necessary or required in order to verify Grantor’s certification, permit the Beneficiary to audit its records in order to determine its compliance with this Section 5.3. The Grantor shall cooperate fully with such audit. Access to the Grantor and its employees by the Beneficiary in connection with such audit shall be at reasonable times during regular business hours upon reasonable prior written notice (including by e-mail) in a manner which does not unreasonably interfere with the business or operations of the Grantor.
Quarterly Certification. During the Term, at the end of each Adobe Quarter, Reseller must submit a report certifying that its license orders are correct and are supported by actual ordering documentation from End Users or Other Authorized Resellers, as described in Clause 4.1 (Reseller Orders) (“Quarterly Certification”). The format of such Quarterly Certification will be prescribed by Adobe. At its sole discretion, Adobe may request, and Reseller must provide, copies of all such supporting documentation and the contact information of the person who is authorized to complete such certification.
Quarterly Certification. Position certification is the percentage of full-time of the position in the table of organization. Benefit certification is the percentage of full-time that the part-time employee has worked in the previous quarter. Employees are notified of their benefit certification at the beginning of each quarter. Employee would not have additional hours denied them to avoid application of this provision. if a part-time employee takes a position certified as full-time, benefits at the full-time rate become effective on the date that the employee assumes the full-time position. If a part-time employee takes another part-time position, the employee will receive benefit certification equal to the new position certification plus the difference between the former position certification and the employee’s benefit certification. If a full-time employee takes a position classified as part-time, the employee’s benefit certification will not change for the rest of that quarter. In the next quarter, the employee’s benefit certification will be based on all hours worked in the previous quarter.
Quarterly Certification. Seller shall execute and deliver a quarterly certification substantially in the form of Exhibit A-1 attached hereto and Originator shall execute and deliver a quarterly certification (including all related calculations) substantially in the form of Exhibit A-2 attached hereto.
Quarterly Certification. Balances in I-70 Revenue Account. On each March, 15, June 15, and September 15, commencing on March 15, 2021, the Borrower shall deliver to the Lender a quarterly certification in the form of Exhibit F attached hereto (the “I-70 MEXL Revenue Account Certificate”) and signed by the Director, certifying that amounts on deposit in the I-70 MEXL Revenue Account as of such date(i) equal or exceed the required percentage of annual debt service on the Note as provided in the I-70 MEXL Revenue Account Certificate , and (ii) that such required percentage will only be utilized for the payment of annual debt service on the Note.
Quarterly Certification. On each March 15, June 15, and September 15, commencing on March 15, 2021, the Borrower shall deliver to the Lender a quarterly certification in the form of Exhibit C attached hereto and signed by the 3c - First Amendment to Loan Agreement (I-25) (11) (002) 4341954 Director, certifying that revenues on deposit with the Borrower as of such fiscal quarter (i) equal or exceed the required percentage of annual debt service on the Note, and (ii) will only be utilized for the payment of annual debt service on the Note, each as set forth on Exhibit C attached hereto.
Quarterly Certification. (a) During the Term, Unified, upon the request of Blue River, shall deliver to Blue River, by January 15th, April 15th, July 15th and October 15th of each year, a certificate, substantially in the form attached hereto as Appendix A, of its chief financial officer (the "Certificate") certifying compliance by Unified with the terms of this Agreement during the preceding quarter.
Quarterly Certification. During the Term, Unified, upon the request of Blue River, shall deliver to Blue River, by January 15th, April 15th, July 15th and October 15th of each year, a certificate, substantially in the form attached hereto as Appendix A, of its chief financial officer (the "Certificate") certifying compliance by Unified with the terms of this Agreement during the preceding quarter. During the Term, Blue River shall deliver to Unified, by January 15th, April 15th, July 15th and October 15th of each year, a certificate of its chief financial officer certifying to Unified that no Capital Event has occurred with respect to either SCB or UBC during the preceding quarter to the execution date of such certificate (the "Blue River Certificate"). In the event Blue River fails to timely deliver a Blue River Certificate, neither Unified nor any of its Affiliates shall be required to comply with the provisions of this Agreement until such time as Blue River shall deliver the required Blue River Certificate to Unified.
Quarterly Certification. Within the later of (x) two (2) business days of the filing of the 10-Q or 10-K and (y) forty-five (45) days of the last day of each fiscal quarter of Borrower (nintey (90) days in respect of the fourth fiscal quarter), a certificate in the form attached hereto as Exhibit 1 from a financial officer of Borrower certifying the book value of assets as set forth therein (i.e., account receivables, inventory and fixed assets, together with each sub-line items) as may be properly classified as such in accordance with GAAP consistently applied as of the last day of such fiscal quarter, together with such supporting documentation as Lender may reasonably request.
Quarterly Certification. On each Accounting Date, the Beneficiary shall provide the Grantor (with a copy to the Trustee) a written certification (the “Quarterly Certification”) stating the Required Balance as of the calendar quarter end. As soon as is practicable, but in no event more than five (5) calendar days following its receipt of the Quarterly Certification, the Grantor shall either (i) countersign such certification and return it to the Beneficiary or (ii) notify the Beneficiary that it objects to the Beneficiary’s calculation of the Required Balance. If the parties are unable to resolve such dispute within ten (10) Business Days of the Grantor’s transmittal to the Beneficiary of its notice of objection, such dispute shall be resolved by a Third Party Actuary and the parties shall be bound by the Third Party Actuary’s determination of the Required Balance. The Beneficiary shall permit the Grantor to audit its records in accordance with Section 6.1 of the Retrocession Agreement in order to determine the Beneficiary’s compliance with this Section 4.3.
