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For more information visit our privacy policy.Post-Closing Obligations (a) Deliver to the Administrative Agent (and, in the case of clause (ii), to the Title Insurance Company) within 60 days (as such period may be extended from time to time by the Administrative Agent upon request of the Borrower, such extension not to be unreasonably withheld or delayed) of the Closing Date each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto; (ii) if reasonably requested by the Administrative Agent, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company; (iii) in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance reasonably satisfactory to the Administrative Agent and from a title insurance company (the “Title Insurance Company”) reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgages recording tax, and all related expenses, if any, have been paid; (iv) legal opinions reasonably acceptable to the Administrative Agent in form and substance of (A) counsel in each state in which Mortgaged Property is located which, among other matters as may be reasonably requested by the Administrative Agent, in all instances opines that the Lien created by each Mortgage recorded in such State will be effective as of the date of the Mortgage being filed in the real property records of the county in which the real property secured by such Mortgage is located and secures the Obligations and (B) counsel in the state in which the owner of the Mortgaged Property is organized; and (v) any other document, instrument, endorsement or agreement that the Administrative Agent may reasonably request to ensure the continued effectiveness of the Lien of the Administrative Agent in the Collateral constituting real property or a fixture. (b) Within 90 days (as such period may be extended from time to time by the Administrative Agent upon request of the Borrower, such extension not to be unreasonably withheld or delayed) of the Closing Date and except as otherwise provided in Section 5.09(d)(i), cause the certificate of title/ownership of each item of certificated equipment (including aircraft, vessels, motor vehicles and rolling stock) owned by the Loan Parties to be updated, replaced or amended to the extent necessary or required to reflect the Administrative Agent’s first priority Lien thereon and take other action as may be required to establish such first priority Lien in a manner reasonably satisfactory to the Administrative Agent. (c) Complete the actions set forth on Schedule 5.14 within the time periods specified therein.
Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:
NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.