Closing Date Documents. There shall have been delivered to the Agent a properly executed counterpart of each of the Loan Documents (or amendments thereto) contemplated to be delivered on the Closing Date (collectively with this Agreement, the “Closing Date Documents”).
Closing Date Documents. On the Closing Date, Purchaser and Seller each shall furnish to the other (or to a mutually agreed upon escrow agent) fully executed counterparts of each of the following documents:
(a) two fully executed counterparts of this Agreement;
(b) two fully executed counterparts of each Assignment and Conveyance for each Designated Purchaser;
(c) fully executed original Power of Attorneys in form and substance reasonably acceptable to Purchaser and Seller;
(d) executed settlement statements for Designated Purchaser in form and substance reasonably acceptable to Purchaser and Seller; and
(e) a true and correct electronic copy of the Data Tape in form and substance reasonably acceptable to Purchaser and Seller.
Closing Date Documents. On or before the Closing Date, the Purchaser (except as provided below), the Obligor and the Seller shall furnish to each other fully executed counterparts of each of:
(A) this Agreement;
(B) the Bailment Letter;
(C) the Seller shall have delivered to the Purchaser an executed Xxxx of Sale for the Mortgage Loans being sold by it in the form attached hereto as Exhibit B;
(D) the Seller shall have delivered to the Purchaser a copy of an executed Limited Power of Attorney in the form attached hereto as Exhibit C (the “Limited Power of Attorney”); and
(E) the Seller shall have delivered to the Purchaser an unexecuted version of the final Mortgage Loan Schedule, in form and substance satisfactory to the Program Manager.
Closing Date Documents. On each Closing Date, the Seller and the Purchaser shall execute and deliver a Commitment Letter and if the related Mortgage Files are in the possession of a custodian, Purchaser shall have a received a trust receipt or similar document from such custodian acknowledging that such custodian holds such Mortgage Files for the benefit of Purchaser. Such custodian shall provide a copy of such trust receipt or similar document to Seller.
Closing Date Documents two fully executed counterparts of the related Assignment and Conveyance;
Closing Date Documents. The Administrative Agent and the Collateral Agent (or their counsel) shall have received:
(i) Executed legal opinions, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (including, for the avoidance of doubt, a customary no conflict opinion and perfection opinion), from (1) White & Case LLP, as New York counsel to the Credit Parties, (2) Xxxxxx & Xxxxxxx LLP, as English counsel to the Administrative Agent, and (3) XxXxxxxx LLP as Canadian counsel to the Credit Parties,
(ii) A certificate of each Credit Party, dated the Closing Date and executed by an Authorized Officer, which shall:
(A) certify that attached thereto is a true and complete copy of the resolutions, written consents or extracts of minutes of a meeting, as applicable, of its board of directors, board of managers, supervisory board, shareholders, members or other governing body (as the case may be and in each case, to the extent required) authorizing the execution, delivery and performance of the Credit Documents to which it is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect,
(B) identify by name and title and bear the signatures of the Authorized Officer or authorized signatory of such Credit Party on the Closing Date that is authorized to sign the Credit Documents to which it is a party on the Closing Date, as applicable, and
(C) certify (I) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association, articles of association or other equivalent thereof) of each Credit Party on the Closing Date (certified by the relevant authority of the jurisdiction of organization of such Credit Party) and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (to the extent applicable) and (II) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date)
(iii) A good standing certificate, dated as of a recent date for each such Credit Party (to the extent required) from its jurisdiction of organization, and
(iv) A certificate of each English Subsidiary Credit Party, dated the Closing Date and executed by an Authorized Officer, which shall confirm that the borrowing, guarante...
Closing Date Documents. The Loan Agreement, the Management Agreements and the Nondisturbance Agreement.
Closing Date Documents. On the Closing Date, unless earlier as set forth below, Purchaser and Seller each shall furnish to the other (or to a mutually agreed upon escrow agent) fully executed counterparts of each of the following documents:
(a) two fully executed counterparts of this Agreement;
(b) two fully executed counterparts of each Assignment and Conveyance;
(c) executed settlement statements for Purchaser and Seller, including but not limited to any and all taxes, Servicing Advances, homeowners association fees, and other charges and assessments, in each case, to the extent Seller or Purchaser is obligated to pay them (or reimburse them) pursuant to this Agreement in form and substance reasonably acceptable to Purchaser and Seller;
(d) a true and correct electronic copy of the Data Tape in form and substance reasonably acceptable to Purchaser and Seller; and
(f) exceptions set forth on the Exception Schedule, attached hereto as Exhibit E shall have been updated by Seller prior to the Closing Date.
Closing Date Documents. Each of the Closing Date Documents shall have been executed and delivered by FISV and its Subsidiaries, to the extent they are parties thereto.
Closing Date Documents. Each of the Closing Date Documents shall have been executed and delivered by the Trident Investors and Trident IV, to the extent they are parties thereto. The Sellers, in the case of a condition set out in this Section 4.3, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon by the parties hereto without prejudice to any of the Sellers’ rights in the event of nonperformance of or non-compliance with any other condition in whole or in part. For clarity, any such waiver will not constitute a waiver of any other conditions in favor of the Sellers.
