Policy File Sample Clauses

Policy File. If the Seller had provided a Data Room, the documents comprising the Policy File for the Policy in the Data Room as of the Data Room Date together with the documents provided directly to the Purchaser constitute all of the documents which would reasonably be required by the Purchaser to (x) service the Policy in the same manner as it is currently being serviced by the Seller and Seller’s Servicer, (y) effectuate changes in relation to or transfer the ownership or change of beneficiary of such Policy, and (z) to the reasonable belief of Seller, to effect and enforce a claim for the full amount of the net death benefit under such Policy upon the death of all of the Insureds thereunder and to enforce any other rights and remedies relating to such Policy. The documents comprising the Policy File in the Data Room as of the Data Room Date and the documents provided directly by Seller or Seller’s Servicer to the Purchaser were complete and accurate copies of such documents that were in the possession or under the control of the Seller, its custodian, its securities intermediary and Seller’s Servicer and their respective Affiliates on the Data Room Date or the date on which such document was provided to the Purchaser, as applicable. No Person that managed, administered or serviced the Policy on behalf of the Seller has possession of any document that constitutes a part of the Policy File that has not already been provided in the Data Room or directly to the Purchaser. The Seller has provided the Purchaser with written notice (which may be delivered by email) of each document relating to the Policy that has been added to the Data Room after the Data Room Date. The Seller has delivered to the Purchaser (or made available to the Purchaser in the Data Room) all documentation and information related to each Policy in the possession or under the control of the Seller, its custodian, its securities intermediary, Seller’s Servicer or any owning or controlling Person of the Seller, and the Seller is not aware of the existence of any other material documentation or information relating to such Policy or a finance or similar program or arrangement in connection with which such Policy was originated. The Seller has not removed any documents from the Data Room since the Data Room Date.
Sample 1
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Related to Policy File

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • Representations and Warranties The Borrower represents and warrants to the Lenders that:

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

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