WRITTEN CONFIRMATIONS Sample Clauses

WRITTEN CONFIRMATIONS. 18.1 The Parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation may be generated electronically by an electronic confirmation matching service or be executed and delivered in counterparts (including by facsimile transmission or by other means agreed between the Parties), which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. 18.2 Absent the availability of an electronic confirmation matching service, the Confirming Party shall confirm a Transaction by forwarding a written Confirmation to the other Party (via facsimile or other means agreed between the Parties) within five (5) New York Banking Days after the Trade Date. If the other Party objects to any term(s) of such written Confirmation, it shall notify the Confirming Party in writing of such objection within ten (10) calendar days of the Party’s receipt thereof. If the other Party fails to object within ten (10) calendar days, such failure shall be deemed acceptance of the terms, absent manifest error.
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WRITTEN CONFIRMATIONS. 18.1 The Parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation may be generated electronically by an electronic confirmation matching service or be executed and delivered in counterparts (including by facsimile transmission or by other means agreed between the Parties), which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. 18.2 Absent the availability of an electronic confirmation matching service, Seller shall confirm a Transaction by forwarding a written Confirmation to Buyer (via facsimile or other means agreed between the Parties) within five (5) New York Banking Days after the Trade Date. If Buyer objects to any term(s) of such written Confirmation, it shall notify Seller in writing of such objection within five (5) New York Banking Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted such terms. (a) If Seller fails to send a written Confirmation within five (5) New York Banking Days after the Trade Date, a written Confirmation may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such written Confirmation, it shall notify Buyer of such objection within five (5) New York Banking Days of Seller’s receipt thereof, failing which Seller shall be deemed to have accepted such terms. (b) If each of the Parties sends a written Confirmation and neither Party objects to the other Party’s written Confirmation within five (5) New York Banking Days of receipt of such written Confirmation, Seller’s written Confirmation shall be deemed to be accepted and shall be the controlling written Confirmation, unless (i) Seller’s written Confirmation was sent more than five (5) New York Banking Days after the Trade Date and
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WRITTEN CONFIRMATIONS. Written nominations and confirmations of verbal nominations will be made on the nomination form attached hereto as Exhibit “D”.
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WRITTEN CONFIRMATIONS. Sellers 1 through 3 have obtained written confirmations by their respective spouses according to which the spouses grant their irrevocable and unconditional consent to the sale and transfer of the ARAPP KG Shares and the ARAPP GmbH Shares; copies are attached hereto as Schedules 6.4 a through c.
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WRITTEN CONFIRMATIONS. Each written confirmation of a Notice of Borrowing shall be signed by an officer or agent of the requesting Borrower or Borrowers' representative in accordance with the provisions of Section 4.17 designated to give such notice by its Board of Directors, and the Borrowers shall notify the Administrative Agent in writing of the names of such officers and shall provide the Administrative Agent with specimen signatures of such officers (the Authorized Officers). The Administrative Agent shall be entitled to rely conclusively on each such Authorized Officer's authority to request Revolving Credit Loans on behalf of the Borrowers until the Administrative Agent receives from the Borrowers written notice to the contrary. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on any such notice.
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WRITTEN CONFIRMATIONS. 23.1 The Parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation may be generated electronically by an electronic confirmation matching service or be executed and delivered in counterparts (including by facsimile transmission or by other means agreed between the Parties), which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. 23.2 Absent the availability of an electronic confirmation matching service, the Confirming Party shall confirm a Transaction by forwarding a written Confirmation to the other Party (via facsimile or other means agreed between the Parties) within three (3) New York Banking Days after the Transaction is entered into between the Parties. If the other Party objects to any term(s) of such written Confirmation, it shall notify the Confirming Party in writing of such objection within three (3) New York Banking Days of the other Party's receipt thereof, failing which the other Party shall be deemed to have accepted such terms. (a) If the Confirming Party fails to send a written Confirmation within three
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WRITTEN CONFIRMATIONS. Each written confirmation of a Notice of Borrowing shall be signed by an officer or agent of the Borrower in accordance with the provisions of Section 4.17 designated to give such notice by its Board of Directors, and the Borrower shall notify the Administrative Agent in writing of the names of such officers and shall provide the Administrative Agent with specimen signatures of such officers (the Authorized Officers). The Administrative Agent shall be entitled to rely conclusively on each such Authorized Officer’s authority to request Revolving Credit Loans on behalf of the Borrower until the Administrative Agent receives from the Borrower written notice to the contrary and the Administrative Agent shall not incur any liability to the Borrower as a result of acting upon any notice the Administrative Agent believes in good faith to have been given by an authorized Person. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on any such notice.
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WRITTEN CONFIRMATIONS 
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Related to WRITTEN CONFIRMATIONS

  • Confirmation Confirmation of Transfer Agent's execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agent's proprietary information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days.

  • Daily Order Confirmation All Agreement purchase orders will be approved daily by TIPS and sent to vendor. The vendor must confirm receipt of orders to the TIPS Member (customer) within 24 business hours. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, then updated pricing must be posted by 1st of each month.

  • Ratification and Confirmation Except as specifically amended herein, the Note Agreement shall remain in full force and effect, and is hereby ratified and confirmed.

  • Confirmation of Scope The parties confirm that the Asset Representations Reviewer is not responsible for determining whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.

  • Order Confirmation All TIPS Member Agreement purchase orders are approved daily by TIPS and sent to vendor. The vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.

  • Reaffirmation and Confirmation Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

  • Adoption, Ratification and Confirmation The Original Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

  • Statements, Confirmations and Other Correspondence The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured Party.

  • Rating Agency Confirmation (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating Agency Confirmation and (ii) within 10 Business Days of such request being posted on the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) such Requesting Party shall be required to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency Confirmation request within 5 Business Days of such second request, then (1) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency for such action at such time (as if such requirement did not exist for such matter at such time), other than such a requirement with respect to the replacement of the Servicer or Special Servicer, and (2) with respect to replacement of the Servicer or Special Servicer, such condition shall be deemed not to apply if, in the event Fitch is the non-responding Rating Agency, the replacement servicer has a commercial master servicer rating of at least “CMS3” from Fitch or the replacement special servicer has a commercial special servicer rating of at least “CSS3” from Fitch, as applicable. Any Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable to the 17g-5 Information Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b). Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27 following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b). (b) Notwithstanding the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration of the Mortgage Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at approximately the same time that the request for Rating Agency Confirmation with respect to the applicable Relevant Action is sent to the 17g-5 Information Provider, (ii) all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such request. The Servicer or the Special Servicer, as applicable, may (but is not obligated to) send the request for a Companion Loan Rating Agency Confirmation (and the related materials sent to the 17g-5 Information Provider’s counterpart in connection therewith) to the applicable Companion Loan Rating Agency following the earlier of (a) receipt of notification from the 17g-5 Information Provider’s counterpart that such information, report, notice or other document has been posted to the 17g-5 Information Provider counterpart’s website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or other document to the 17g-5 Information Provider. Each of the Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate administrator and the 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to the extent known to it. (c) To the extent it is permitted to do under the Mortgage Loan Agreement, the Servicer (if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) shall, or shall require the Borrower to, obtain a Rating Agency Confirmation from the Rating Agency with respect to any of the following matters as set forth in the Mortgage Loan Agreement: (i) an Approved Replacement Guarantor (as defined in the Mortgage Loan Agreement); and (ii) a Transfer and Assumption (as defined in the Mortgage Loan Agreement);

  • Notice to Rating Agencies (a) The Trustee shall use its best efforts promptly to provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge: (i) any change or amendment to this Trust Agreement; (ii) the resignation or termination of the Trustee; (iii) the final payment to Holders of the Certificates of any Class; (iv) any change in the location of the Certificate Account; and (v) any event that would result in the inability of the Trustee to make Advances. (b) In addition, the Trustee shall promptly furnish to each Rating Agency copies of each report to Certificateholders described in Section 4.03. (c) Any such notice pursuant to this Section 11.05 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to each Rating Agency at the address specified below or in the applicable Supplement. (i) Any and all notices to be given to Moody's shall be deemed to have been duly given if sent by facsimile transmission to Moody's at Moody's Investors Service, Inc., 99 Church Street, New York, New York 00000, Attention: CBO/CLO Monitoxxxx Xxxxxxxxxx, xxxxxxxxx xxxxxxxxxxxx xxmber (212) 553-0355, telephone confirmation number (212) 553-1494. Moody's may cxxxxx xxis information by notice to the Xxxxxxxxx xxx the Trustee. (ii) Any and all notices to be given to S&P shall be deemed to have been duly given if sent by facsimile transmission to S&P at Standard & Poor's Rating Group, 26 Broadway, New York, New York 10004, Attention: Structured Finance Xxxxxxxxxxxx Xxxxx, facsimile transmission number (212) 208-0030, telephone confirmation number (212) 208-1191. S&P may xxxxxx xxxx xnformation by notice to the Depoxxxxx xxx xxx Trustee. (iii) Any and all notices to be given to DCR shall be deemed to have been duly given in sent by facsimile transmission to DCR at Duff & Phelps Credit Rating Co., 55 E. Monroe Street, Suite 3500, Chicago, IX 00003-5701, Attention: Kxxxx X'Xxxxxll, facsimile transmission number (312) 368-3155, telephxxx xxxxxxxxxxxn number (312) 368- 3100. DCR may chanxx xxxx information by notice to the Depositor and the Trustee. (iv) Any and all notices to be given to Fitch shall be deemed to have been duly given in sent by facsimile transmission to Fitch at Fitch Investors Service, L.P., One State Street Plaza, New York, NY 10004, facsimile transmission nuxxxx (000) 000-0000, xxxxxxxxx xxxxxxxxxxxn number (212) 908-0500. Fitch mxx xxxxxx xxxx information by notice to the Depositor and the Trustee.

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