Expenses of Sale Except as otherwise specifically provided herein, each Party to this Agreement shall pay its own expenses (including without limitation, the fees and expenses of their respective agents, representatives, counsel and accountants) with respect to the negotiation, execution and the delivery of this Agreement and the consummation of the transactions under this Agreement.
Rent Rolls; Operating Histories The Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Certified Operating Histories collectively report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time, it being understood that for mortgaged properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories may not have been available.
Statements to Purchaser Not later than the tenth calendar day of the month, the Company shall furnish in an agreed upon electronic format to the Purchaser or its designee, a monthly, loan level, scheduled remittance advice, trial balance report and payment and payoff activity detail, as to the preceding remittance and the period ending on the last day of the preceding month.
Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:
(a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and
Reports of Foreclosures and Abandonment of Mortgaged Property The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Conveyance From Seller to Purchaser Subsection 6.01
Rent Roll A report prepared by the Borrower showing for all Real Estate, including, without limitation, each Mortgaged Property, owned or leased by the Borrower or its Subsidiaries, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be reasonably acceptable to the Agent.
Leases and Rent Roll To Borrower’s actual knowledge, Borrower has delivered to Lender a true, correct and complete rent roll for the Property (a “Rent Roll”) which includes all Leases affecting the Property (including schedules for all executed Leases for Tenants not yet in occupancy or under which the rent commencement date has not occurred). To Borrower’s actual knowledge, except as set forth in the Rent Roll (as same has been updated by written notice thereof to Lender) and estoppel certificates delivered to Lender on or prior to the Closing Date: (a) each Lease is in full force and effect; (b) the premises demised under the Leases have been completed and the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises; (c) the Tenants under the Leases have commenced the payment of rent under the Leases and there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Lease; (d) all Rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll and there is no claim or basis for a claim by the Tenant thereunder for an offset or adjustment to the rent; (f) no Tenant has made any written claim of a material default against the landlord under any Lease which remains outstanding nor has Borrower or Manager received, by in-person, or e-mail (with respect to Major Leases only) communication to an authorized representative of Borrower or Manager, any notice of a material default under any Lease; (g) there is no present material default by the Tenant under any Lease; (h) all security deposits under the Leases have been collected by Borrower; (i) Borrower is the sole owner of the entire landlord’s interest in each Lease; (j) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder and there are no agreements with the Tenants under the Leases other than as expressly set forth in the Leases; (k) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of a Lease; (l) none of the Leases contains any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; (m) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Lender, and no other Person has any interest therein except the Tenants thereunder; and (n) no conditions exist which now give any Tenant or party the right to “go dark” pursuant to the provision of its Lease, if applicable.
Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;
Four on, Two off Schedule In an effort to maximize full-time employment opportunities, the local parties may agree to a “four on, two off” innovative schedule, subject to the following principles:
(a) The introduction of such schedules and trial periods, if any, shall be determined by the local parties. Each Home must have the majority agreement of the full-time and part- time employees who vote on the issue to agree on a trial period of up to six months. Once the trial period is complete, each Home must have a minimum of 66⅔% agreement of the full-time and part-time employees who vote on the issue to continue with the new schedule on a permanent basis.
(b) The implementation of such schedules shall be established only by mutual agreement of the Employer and the Union.
(c) Notwithstanding the definition for full-time employee under Article 2.02, employees who participate in this schedule will normally be scheduled for thirty-five (35) hours per week on average and will be considered a full- time employee for all purposes of the collective agreement.
i) Notwithstanding Article 16.01, for the purposes of bi-weekly overtime, the normal weekly full-time hours shall remain at seventy-five (75) hours per bi-weekly average over a six (6) week period. In each bi-weekly pay period the employee will be paid for all hours worked. At the end of the six (6) week period, entitlement for bi-weekly overtime will be calculated and paid.
ii) Notwithstanding Article 16.01, for the purposes of daily overtime, the normal daily hours shall remain at seven and a half (7.5) hours per day. In each bi-weekly pay period the employee will be paid for all hours worked including daily overtime, if any.
(e) For the purposes of vacation entitlement, the current collective agreement provisions shall apply using thirty-five (35) hours per week.
(f) Each facility/unit must have eighty percent (80%) agreement of the full- time and part-time employees who work in the facility/unit.
(g) The Four on, Two off schedule, may be discontinued by either party upon receipt of twelve (12) weeks’ notice to the other in writing of its desire to terminate. A meeting shall be held within two (2) weeks of receipt of such notice to discuss the reasons for the discontinuation. The Four on, Two off schedule, may be discontinued by the Union in any facility/unit when sixty percent (60%) of the employees in the facility/unit so indicate by secret ballot to the Union.
