Events of close-out netting. The Bank may demand close-out netting in the event of default, see clause 1.
Events of close-out netting Sample Clauses
Related to Events of close-out netting
Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:
Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:
Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.
Conditions of Closing and Borrowing Section 5.1 Closing......................................................31 Section 5.2 Conditions to Closing and Initial Extensions of Credit.......31 Section 5.3 Conditions to All Loans......................................33
Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:
Closing Conditions of Closing and Borrowing 50 SECTION 6.1 Closing....................................................................... 50 SECTION 6.2 Conditions to Closing and Initial Extensions of Credit........................ 50 SECTION 6.3 Conditions to All Extensions of Credit........................................ 55
Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2
Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.
Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:
Status of Contracts Except as set forth in SCHEDULE 5.21, each of the leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the "Seller Agreements") constitutes a valid and binding obligation of each Seller that is a party thereto and, to the Sellers' knowledge, each other party thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller has fulfilled and performed its respective obligations under each of the Seller Agreements to which it is a party, and no Seller is in, or alleged to be in, breach or default under any of the Seller Agreements to which such Seller is a party, nor is there or is there alleged to be any basis for termination of, any of the Seller Agreements and, to the Sellers' knowledge, no other party to any of the Seller Agreements has breached or defaulted thereunder, and, to the Sellers' knowledge, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by such Seller or by any such other party. No Seller is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been delivered to Buyer by Sellers.
