Acceptance of Assignments by Administrative Agent Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
Completion and Recordation of Assignments of Mortgage As soon as practicable after the Closing Date, the Servicing Transfer Date or the date on which a Qualifying Substitute Mortgage Loan is delivered pursuant to Section 2.05 of the Trust Agreement, as applicable (but in no event more than 90 days thereafter except to the extent delays are caused by the applicable public recording office), the Servicer shall cause the endorsements on the Mortgage Note (if applicable), and the Assignments of Mortgage (subject to Section 3.01(a)) to be completed in the name of the Trustee (or MERS, as applicable).
Preparation of Pricing Supplements The Corporation will prepare, with respect to any Notes to be sold through or to an Agent pursuant to this Agreement, a Pricing Supplement with respect to such Notes in a form previously approved by the Agents and will file such Pricing Supplement with the SEC pursuant to Rule 424(b) under the 1933 Act not later than the close of business on the second business day after the date on which such Pricing Supplement is first used.
Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.
Preparation of Pricing Supplement If any offer to purchase a Security is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement reflecting the terms of such Security and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Agents and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Agents shall use their reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx Corporation, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Treasury Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxxx Xxxxx to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Attn: MTN Product Management 4 World Financial Center, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 if to Citi Citigroup Global Markets, Inc. Attn: Transaction Execution Group 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 if to Xxxxxx Xxxxx Xxxxxx X. Xxxxx & Co., L.P. 00000 Xxxxxxxxxx Xxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Legal Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to InCapital to: InCapital LLC Attn: [DEPARTMENT] [ADDRESS] [CITY, STATE, ZIP] Telephone: [NUMBER] Telecopier: [NUMBER] If to Xxxxxx Xxxxxxx, to: Xxxxxx Xxxxxxx & Co. Incorporated Attn: Investment Banking Division 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 If to UBS Securities LLC, to: UBS Securities LLC 000 Xxxxxx Xxxxxxxxx 0xx Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000-0000 Attn: Corporate Bond Trading Telecopier: (000) 000-0000 With a copy to: Xxxxxx XxXxxx Telecopier: (000) 000-0000 Email: xxxxxx.xxxxxx@xxx.xxx If to Wachovia Securities, to: Wachovia Capital Markets, LLC Attn: Transaction Management Group 000 X. Xxxxxxx Xx., XX000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 and if to the Trustee, to: The Bank of New York 000 Xxxxxxx Xxxxxx 8W New York, NY 10286 Attention: Corporate Trust Department For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxx Xxxxx LLP 00 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606 Attention: Xxxxxx X. Best, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent, in turn, pursuant to the terms of the Selling Agent Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the appropriate Agent will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security.
RIGHT TO AUDIT; SUPPORTING DOCUMENTS; AUTHORITY OF STATE AUDITOR By executing this Agreement, implementing the authority of, and accepting the benefits provided by Chapter 313 of the TEXAS TAX CODE, the Parties agree that this Agreement and their performance pursuant to its terms are subject to review and audit by the State Auditor as if they are parties to a State contract and subject to the provisions of Section 2262.154 of the TEXAS GOVERNMENT CODE and Section 313.010(a) of the TEXAS TAX CODE. The Parties further agree to comply with the following requirements:
A. The District and the Applicant shall maintain and retain supporting documents adequate to ensure that claims for the Tax Limitation Amount are in accordance with applicable Comptroller and State of Texas requirements. The Applicant and the District shall maintain all such documents and other records relating to this Agreement and the State’s property for a period of four (4) years after the latest occurring date of:
i. date of submission of the final payment;
ii. Final Termination Date; or
iii. date of resolution of all disputes or payment.
B. During the time period defined under Section 8.6.A, the District and the Applicant shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all information related to this Agreement; the Applicant’s Application; and the Applicant’s Qualified Property, Qualified Investment, New Qualifying Jobs, and wages paid for New Non- Qualifying Jobs such as work papers, reports, books, data, files, software, records, calculations, spreadsheets and other supporting documents pertaining to this Agreement, for purposes of inspecting, monitoring, auditing, or evaluating by the Comptroller, State Auditor’s Office, State of Texas or their authorized representatives. The Applicant and the District shall cooperate with auditors and other authorized Comptroller and State of Texas representatives and shall provide them with prompt access to all of such property as requested by the Comptroller or the State of Texas. By example and not as an exclusion to other breaches or failures, the Applicant’s or the District’s failure to comply with this Section shall constitute a Material Breach of this Agreement.
C. In addition to and without limitation on the other audit provisions of this Agreement, the acceptance of tax benefits or funds by the Applicant or the District or any other entity or person directly under this Agreement acts as acceptance of the authority of the State Auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, the Applicant or the District or other entity that is the subject of an audit or investigation by the State Auditor must provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit. The Parties agree that this Agreement shall for its duration be subject to all rules and procedures of the State Auditor acting under the direction of the legislative audit committee.
D. The Applicant shall include the requirements of this Section 8.6 in its subcontract with any entity whose employees or subcontractors are subject to wage requirements under the Act, the Comptroller’s Rules, or this Agreement, or any entity whose employees or subcontractors are included in the Applicant’s compliance with job creation or wage standard requirement of the Act, the Comptroller’s Rules, or this Agreement.
STATE AUDIT 12 Pursuant to Government Code Section 8546.7, CITY and COUNTY shall be 13 subject to examination and audit by the State Auditor for a period of three (3) 14 years after final payment by CITY to COUNTY under this Agreement. CITY 15 and COUNTY shall retain all records relating to the performance of this 16 Agreement for said three-year period, except that those records pertaining to 17 any audit then in progress, or to any claim or litigation, shall be retained beyond 18 said three-year period, until final resolution of said audit, claim or litigation.
Project Completion Report At the completion of construction and once a Project is placed in service, the Subrecipient must submit a Project Completion Report that includes the total number of units built and leased, affordable units built and leased, DR-MHP units built and leased, an accomplishment narrative, and the tenants names, demographics and income for each DR-MHP unit.
CERTIFICATION OF INDEPENDENT PRICE DETERMINATION By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, that in connection with this procurement:
A. The prices in this bid have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor.
B. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor; and,
C. No attempt has been made or shall be made by the Bidder to induce any other person or bidder to submit or not to submit a bid for the purpose of restricting competition.
CONTRACT COMPLETE This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
