No Closed Sample Clauses

No Closed. End Exchange Note will be entitled to any benefit under this Collateral Agency Agreement or any Exchange Note Supplement or be valid for any purpose, unless: (i) the conditions precedent to the issuance of such Closed-End Exchange Note set forth in this Collateral Agency Agreement and in the related Exchange Note Supplement have been satisfied; (ii) a certificate of authentication appears on such Closed-End Exchange Note; and (iii) such certificate of authentication is substantially in the form provided for with respect to such Closed-End Exchange Note and is executed by the Closed-End Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The certificate of authentication appearing upon any Closed-End Exchange Note will be conclusive evidence, and the only evidence, that such Closed-End Exchange Note has been duly authenticated and delivered under this Collateral Agency Agreement. Notwithstanding the foregoing, the Closed-End Administrative Agent shall not be authorized, permitted or obligated to authenticate any Closed-End Exchange Note, or to acknowledge and deliver the related Exchange Note Supplement, if the Closed-End Administrative Agent has received notice from the Deal Agent to the effect that the conditions set forth in Section 6.4(a) have not been satisfied, unless such notice has been subsequently rescinded (such rescission to occur only upon notice of the Deal Agent to the Closed-End Administrative Agent). The Deal Agent agrees for the benefit of the Borrower that shall not deliver a notice of the type described in the immediately preceding sentence unless the Deal Agent has concluded in good faith following, reasonable investigation, there has been a failure of the conditions set forth in Section 6.4(a).
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No Closed. End Exchange Note will be entitled to any benefit under this Collateral Agency Agreement or any Exchange Note Supplement or be valid for any purpose, unless: (i) the conditions precedent to the issuance of such Closed-End Exchange Note set forth in this Collateral Agency Agreement and in the related Exchange Note Supplement have been satisfied; (ii) a certificate of authentication appears on such Closed-End Exchange Note; and (iii) such certificate of authentication is substantially in the form provided for with respect to such Closed-End Exchange Note and is executed by the Closed-End Administrative Agent by the manual or facsimile signature of one of its authorized signatories. The certificate of authentication appearing upon any Closed-End Exchange Note will be conclusive evidence, and the only evidence, that such Closed-End Exchange Note has been duly authenticated and delivered under this Collateral Agency Agreement.
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Related to No Closed

  • Time of Closing The closing of the Loan shall take place on execution of this Loan Agreement.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Seller Closing Deliveries No later than one (1) Business Day prior to the Closing Date, each Seller shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: (a) The Deed for such Seller’s Property (including, if applicable, the Deed to be transferred to a Special Purpose Entity in accordance with Section 6.7). (b) A ▇▇▇▇ of Sale in the form attached as Exhibit C for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (c) A General Assignment in the form attached as Exhibit D (the “General Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (d) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (e) A letter in the form attached hereto as Exhibit G prepared by Purchaser and executed by each such Seller, notifying each of the Tenants at the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notice”); (f) A closing statement executed by such Seller. (g) A title affidavit or at such Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to such Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (h) A certificate duly executed by each Seller stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as the taxpayer for federal income tax purposes; (i) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction; and (j) An updated Rent Roll; (k) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and the ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by the applicable Seller (or such other AIMCO-affiliated entity as Sellers may select); and (l) With respect to the Hibben Ferry I Apartments Property Closing, an assignment of 100% of such Seller’s ownership interests in Hibben Ferry Recreation, Inc., a South Carolina corporation.

  • Purchaser Closing Deliveries No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing: 5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity) pertaining to Purchaser's activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.