ON CUT-OFF DATE Sample Clauses

ON CUT-OFF DATE. If Cubist has not delivered a Notice of Claim to the Escrow Agent and the Shareholders' Representative on or prior to October 23September 29], 2001 (the "Cut-Off Date"), the Escrow Agent will release all of the remaining Escrow Fund from escrow promptly thereafter, and deliver it to the Shareholders PRO RATA in accordance with their respective percentage interest in the Escrow Fund as set forth on SCHEDULE 1. If Cubist has delivered a Notice of Claim to the Escrow Agent and the Shareholders' Representative on or prior to the Cut-Off Date, and such Notice of Claim is received by the Escrow Agent on or prior to such date, then the Escrow Agent will release all of the then remaining Escrow Fund from escrow on the Cut-Off Date and deliver it to the Shareholders PRO RATA in accordance with their respective percentage interest in the Escrow Fund as set forth on SCHEDULE 1, PROVIDED, that the Escrow Agent will retain and continue to hold in escrow such portion, if any, of the Escrow Fund with respect to which Cubist has asserted any Claim(s) in accordance with this Escrow Agreement which have not been resolved (it being understood that such portion, if any, of the Escrow Fund will continue to be subject to the escrow contemplated under this Escrow Agreement and will be released from such escrow only in accordance with the provisions of Section 4(c), Section 5(b) or Section 5(c) hereof), and PROVIDED, FURTHER, that appropriate and equitable adjustments shall be made to the PRO RATA portion of the Escrow Fund to which each Shareholder would otherwise be entitled to receive pursuant to this Section 5(a) so as to take into account any portion of the Escrow Fund that must continue to be held in escrow pursuant to this Escrow Agreement or must be paid to Cubist, in either case in connection with any Section 4.2(b) Claim against any Shareholder (it being understood that such appropriate and equitable adjustments will be implemented so that each Shareholder against whom a Section 4.2(b) Claim has not been made receives the PRO RATA portion of the Escrow Fund remaining on the Cut-Off Date to which such Shareholder would be entitled under this Section 5(a) if no Section 4.2(b) Claims had been made against any Shareholder).
Sample 1
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Related to ON CUT-OFF DATE

  • Trust Cut-off Date The parties hereto acknowledge that by operation of Section 4.05 and Section 5.01 of the SWSA, the remittance on April 18, 2007 to the Trust Fund is to include principal due after March 1, 2007 (the “Trust Cut-off Date”) plus interest, at the Mortgage Loan Remittance Rate collected during the related Due Period exclusive of any portion thereof allocable to a period prior to the Trust Cut-off Date, with the adjustments specified in clauses (b), (c) and (d) of Section 5.01 of the SWSA.

  • Cut-Off Date The Cut-Off Date for the Certificates is November 1, 1998.

  • Books and Records; Certain Funds Received After the Cut-Off Date From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage (other than with respect to any Outside Serviced Mortgage Loan) and each Note shall be transferred to the Trustee subject to and in accordance with this Agreement. Any funds due after the Cut-Off Date in connection with a Mortgage Loan received by the Seller shall be held in trust on behalf of the Trustee (for the benefit of the Certificateholders) as the owner of such Mortgage Loan and shall be transferred promptly to the Certificate Administrator. All scheduled payments of principal and interest due on or before the Cut-Off Date but collected after the Cut-Off Date, and all recoveries and payments of principal and interest collected on or before the Cut-Off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-Off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller. The transfer of each Mortgage Loan shall be reflected on the Seller’s balance sheets and other financial statements as the sale of such Mortgage Loan by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. Following the transfer of the Mortgage Loans by the Seller to the Purchaser, the Seller shall not take any actions inconsistent with the ownership of the Mortgage Loans by the Purchaser and its assignees. The transfer of each Mortgage Loan shall be reflected on the Purchaser’s balance sheets and other financial statements as the purchase of such Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a set of records for each Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan by the Seller to the Purchaser pursuant to this Agreement. It is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Seller will receive the benefit of any securitization indemnification provisions in the Loan Documents.

  • Set-Off, etc No Collateral Obligation has been compromised, adjusted, extended, satisfied, subordinated, rescinded, set-off or modified by the Borrower or the Obligor thereof, and no Collateral is subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral or otherwise, by the Borrower or the Obligor with respect thereto, except, in each case, pursuant to the Transaction Documents and for amendments, extensions and modifications, if any, to such Collateral otherwise permitted hereby.

  • Cut-Off Date Aggregate Principal Balance The Cut-Off Date Aggregate Principal Balance is $850,069,757.10

  • Origination Date The origination date is no earlier than ninety (90) days prior to the related Purchase Date.

  • Previously Reviewed Receivable; Duplicative Tests If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable representation and warranty on the Review Report.

  • Missing or Insufficient Asset Review Materials If any of the Asset Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than twenty (20) days before completing the Asset Review, and the Servicer will have fifteen (15) days to give the Asset Representations Reviewer access to such missing Asset Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Asset Review Materials have not been provided by the Servicer within fifteen (15) days, the parties agree that the Asset Review Receivable will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Asset Review Report will indicate the reason for the Test Fail.

  • Cut-off Times Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.

  • Previously Reviewed Receivables; Duplicative Tests If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one Eligible Representation, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable Eligible Representation on the Review Report.

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