R&W Conditional Binder definition

R&W Conditional Binder means, collectively, those certain conditional binders from the applicable R&W Insurer with respect to each R&W Insurance Policy attached hereto as Exhibit D.
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R&W Conditional Binder means the conditional binder attached hereto as Exhibit D. “R&W Insurer” means QBE Specialty Insurance Co. “R&W Policy” means the buyer-side representations and warranties insurance policy to be purchased and bound by Buyer, in accordance with the R&W Conditional Binder.
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R&W Conditional Binder has the meaning Section 6.14(b) specifies.
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Examples of R&W Conditional Binder in a sentence

  • From and after the Execution Date, each Party shall use its commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder as of the Closing Date.

  • Xxxxxxx Title: President Exhibit D R&W Conditional Binder [See attached.] Euclid Transactional, LLC The Right Angle For Risk BINDER AGREEMENT Buyer-Side Representations and Warranties Insurance Policy Master Policy # ET111-001-480 THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW.

  • Buyer shall take all actions necessary to complete the applicable conditions in the Buyer R&W Conditional Binder (other than the condition that Closing has occurred, to which this sentence does not apply) in order to maintain the Buyer R&W Insurance Policy in full force and effect.

  • The R&W Conditional Binder attached hereto as Exhibit D is a true and correct copy of the R&W Conditional Binder.

  • Buyer has received the R&W Conditional Binder executed by the R&W Insurer.

  • The Parties acknowledge and agree that, as of or prior to the Execution Date, Xxxxx has procured an R&W Conditional Binder in connection with the R&W Policy and that, following the Execution Date, Buyer shall use commercially reasonable efforts to ensure that the conditions in the R&W Conditional Binder are met so that the R&W Policy will remain effective from and after the Closing.

  • From and after the Execution Date, Buyer shall use Commercially Reasonable Efforts to fully comply with the R&W Conditional Binder such that the R&W Insurance Policy will become effective as of the Execution Date.

  • The Parties acknowledge and agree that, the Purchaser has or within two (2) Business Days following the Execution Date will procure the R&W Conditional Binder in connection with the R&W Insurance Policy and that, following the Execution Date, the Purchaser expects that the R&W Insurance Policy will become effective as of the Execution Date.

  • Promptly following the execution of this Agreement, EEH shall fully comply with the R&W Conditional Binder such that the R&W Insurance Policy will become effective as of the Execution Date and the Buyer Parties shall not agree or consent to any amendment, variation, or waiver of the R&W Insurance Policy or the R&W Conditional Binder (or do anything which has a similar effect) without Independence’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

  • Following the execution of this Agreement, Parent shall satisfy the conditions set forth in the R&W Conditional Binder to cause the R&W Insurance Policy to be issued on terms and in the form set forth in the R&W Conditional Binder as soon as practicable following Closing.


More Definitions of R&W Conditional Binder

R&W Conditional Binder means an executed conditional binder in the form attached hereto as Exhibit D.
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R&W Conditional Binder has the meaning set forth in Section 4.9.
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Related to R&W Conditional Binder

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Poor foundation conditions means those areas where features exist which indicate that a natural or man-induced event may result in inadequate foundation support for the structural components of an SWLF unit.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

  • Extension Conditions Defined in Section 3.06(a).

  • Acute condition means a disease, illness or injury that is likely to respond quickly to treatment which aims to return the person to his or her state of health immediately before suffering the disease/ illness/ injury which leads to full recovery.

  • Conditional use means a land use that, because of its unique characteristics or potential impact on the municipality, surrounding neighbors, or adjacent land uses, may not be compatible in some areas or may be compatible only if certain conditions are required that mitigate or eliminate the detrimental impacts.

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

  • Conditional Acceptance means a conditional acceptance by the Liquidity Provider of an extension of the Scheduled Termination Date.

  • Minimum Condition has the meaning set forth in Annex I.

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a Tender in accordance with this Agreement, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully remarketed pursuant to a Remarketing, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully remarketed pursuant to a Remarketing or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Minimum Extension Condition has the meaning assigned to such term in Section 2.23(b).

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Delivery Condition has the meaning set forth in Section 2.2(a).

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Specific Conditions means the conditions in addition or in variation to the general conditions which the Commission may lay down specifically for a distribution licensee;

  • Preexisting condition means any medical condition,

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Conditional Incremental Auction means an Incremental Auction conducted for a Delivery Year if and when necessary to secure commitments of additional capacity to address reliability criteria violations arising from the delay in a Backbone Transmission upgrade that was modeled in the Base Residual Auction for such Delivery Year.