Post-Closing Takings Sample Clauses

Post-Closing Takings. If eminent domain proceedings are commenced by the County against the portion of the Property included within a Phase of the Project after the Closing for such Phase of the Project and such proceedings result in a total taking of the portion of the Property included within such Phase either prior to Developer having commenced construction and development of such Phase or following the commencement of construction and development of such Phase but prior to Substantial Completion of such Phase, any award payable by the County in connection with such taking shall be applied as follows: (i) first, to re-pay (on a pro-rata basis, if necessary) any funds advanced by any Funding Sources (other than Developer and the County) in connection with such Phase pursuant to the Financing Plan for such Phase; (ii) second, to reimburse (on a pro-rata basis, if necessary) Developer for the portion of the Per Phase Developer Project Cost Allocation for such Phase actually funded by Developer prior to such taking and the County for the portion of the Per Phase County Project Cost Allocation for such Phase actually funded by the County prior to such taking; (iii) third, to pay Developer the development fee for such Phase set forth in the Budget that Developer would have earned had Developer completed construction and development of such Phase in accordance with this Agreement; and (iv) any remaining portion of the award shall be paid to the County. If such taking by the County results in a total taking of the portion of the Property included within such Phase following Substantial Completion of such Phase, any award payable by the County in connection with such taking shall first be used to re-pay (on a pro-rata basis, if necessary) any funds advanced by any Funding Sources (other than Developer and the County) in connection with such Phase pursuant to the Financing Pan for such Phase, and any remaining portion of the award shall be paid to Developer. If such taking by the County involves only a partial taking of the Property included within such Phase either prior to or following commencement of construction of such Phase and such partial taking will not prevent Developer from constructing and developing such Phase (as such Phase may be modified by mutual agreement of the parties, if necessary, to account for such partial taking) in accordance with this Agreement, any award payable by the County in connection with such partial taking shall, subject to the terms of the financin...
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Related to Post-Closing Takings

  • Post Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Pre Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • 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:

  • SINGLE FAMILY SHARED-LOSS AGREEMENT This agreement for the reimbursement of loss sharing on certain single family residential mortgage loans (the “Single Family Shared-Loss Agreement”) shall apply when the Assuming Institution purchases Single Family Shared-Loss Loans as that term is defined herein. The terms hereof shall modify and supplement, as necessary, the terms of the Purchase and Assumption Agreement to which this Single Family Shared-Loss Agreement is attached as Exhibit 4.15A and incorporated therein. To the extent any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and this Single Family Shared-Loss Agreement with respect to the subject matter of this Single Family Shared-Loss Agreement, the terms of this Single Family Shared-Loss Agreement shall control. References in this Single Family Shared- Loss Agreement to a particular Section shall be deemed to refer to a Section in this Single Family Shared-Loss Agreement, unless the context indicates that it is intended to be a reference to a Section of the Purchase and Assumption Agreement.

  • Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.

  • Pre-Closing Option Provided that the Recipient satisfies the terms and conditions of this Agreement, Recipient may elect to have Funds delivered by the OPWC to the Title Agent prior to Closing, subject to the terms and conditions of this Agreement and the Escrow Agreement. Recipient shall make such election, if at all, by delivering to the OPWC a Disbursement Request Form and Certification in the form of Appendix E to this Agreement (the "Disbursement Request"), which shall identify the Title Agent as payee and shall be delivered after the Recipient's receipt of a Notice to Proceed and not more than sixty (60) days prior to Closing. The OPWC shall then deliver to the Title Agent Funds to be disbursed under this Agreement for the land acquisition, which Funds may be held, together with the Matching Funds, in an account subject to the terms and conditions of the Escrow Agreement. Any interest that accrues thereon shall be used by the Recipient for settlement costs. If the interest paid on such escrow account exceeds the settlement costs to be paid by the Recipient, then such funds shall be applied to the Cost of Project. If all of the conditions to the release of Funds set forth in the Escrow Agreement have been satisfied, the Title Agent shall release the escrowed Funds at Closing and apply the same to the land acquisition costs in accordance herewith and the settlement statement executed and delivered at the Closing. After Closing, the Recipient may request additional disbursements of Funds available under this Agreement relating to the land acquisition, including costs incurred in connection with appraisal of the Land, closing costs, title search, environmental assessments and other eligible costs. Within sixty (60) days of Closing, the Recipient shall deliver to the OPWC, or shall cause the Title Agent to deliver to the OPWC, a copy of the recorded Deed Restrictions and deed, or other instrument appropriate for the interest in the Land, and the executed settlement statement. If the Recipient does not close within thirty (30) days of disbursement, the Recipient must contact the OPWC immediately.

  • Sale of Single Family Shared-Loss Loans The Receiver shall be relieved of its obligations with respect to a Single Family Shared-Loss Loan upon payment of a Foreclosure Loss amount or a Short Sale Loss amount with respect to such Single Family Shared-Loss Loan or upon the sale of a Single Family Shared-Loss Loan by Assuming Bank to a person or entity that is not an Affiliate; provided, however, that if the Receiver consents to the sale of any such Single Family Shared-Loss Loan, any loss on such sale shall be a Portfolio Loss. The Assuming Bank shall provide the Receiver with timely notice of any such sale. Notwithstanding the foregoing, a sale of the Single Family Shared-Loss Loan, for purposes of this Section 2.7, shall not be deemed to have occurred as the result of (i) any change in the ownership or control of Assuming Bank or the transfer of any or all of the Single Family Shared-Loss Loan(s) to any Affiliate of Assuming Bank, (ii) a merger by Assuming Bank with or into any other entity, or

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Assuming Bank’s Liquidation of Remaining Single Family Shared-Loss Loans In the event that the Assuming Bank does not conduct a Portfolio Sale pursuant to Section 4.1, the Receiver shall have the right, exercisable in its sole and absolute discretion, to require the Assuming Bank to liquidate for cash consideration, any Single Family Shared-Loss Loans held by the Assuming Bank at any time after the date that is six months prior to the Termination Date. If the Receiver exercises its option under this Section 4.2, it must give notice in writing to the Assuming Bank, setting forth the time period within which the Assuming Bank shall be required to liquidate the Single Family Shared-Loss Loans. The Assuming Bank will comply with the Receiver’s notice and must liquidate the Single Family Shared-Loss Loans as soon as reasonably practicable by means of sealed bid sales to third parties, not including any of the Assuming Bank’s affiliates, contractors, or any affiliates of the Assuming Bank’s contractors. The selection of any financial advisor or other third party broker or sales agent retained for the liquidation of the remaining Single Family Shared-Loss Loans pursuant to this Section shall be subject to the prior approval of the Receiver, such approval not to be unreasonably withheld, delayed or conditioned.

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