Safe Custody of Documents Sample Clauses

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Safe Custody of Documents. 18.1 The Bank hereby undertakes with the Counterparty for the safe custody of such documents of title relating to the Charged Property of which it retains possession or control. 18.2 The parties agree that in the event of the loss or destruction of, or injury to, the documents of title relating to the Charged Property, the Bank shall have no liability to the Counterparty: (a) if the loss, destruction or injury occurred: (i) prior to the actual receipt of the documents of title in question by the Bank from the Counterparty or the Counterparty’s solicitor; or (ii) after the documents of title in question have been given by the Bank to some other person at the written request of the Counterparty and before the documents have been received back by the Bank, (b) for any damage suffered by the Counterparty as a result of the loss or destruction of, or injury to, the documents of title in question where such damages: (i) do not directly and naturally result from that loss, destruction or injury; or (ii) relate to loss of profit or expected profit from the Counterparty’s business or from the development of the Charged Property. 18.3 This clause 18 shall be regarded as an undertaking for safe custody of documents of title given under Section 84 of the Conveyancing Act.
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Safe Custody of Documents. 39.1 The Security Agent hereby undertakes with the Company for the safe custody of such of the documents of title relating to the Secured Assets of which it retains possession or control. 39.2 The Company agrees that in the event of the loss or destruction of, or injury to, the documents of title relating to the Secured Assets, the Security Agent shall have no liability to the Company:
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Safe Custody of Documents. The Security Trustee shall hold all title deeds, Security Documents or any other documents in connection with the property charged under any of the Security Documents. The Security Trustee shall be at liberty to keep these presents and all deeds and other documents of title relating to any of the Security Documents assigned or to be assigned to the Security Trustee at its office or if the Security Trustee so decides for the purposes of enforcing its Security Interests under the Debenture Documents with any banker or company whose business includes undertaking the safe custody of documents or with any advocates or firm of solicitors, if the Security Trustee has obtained the prior written permission of the Secured Parties for such deposit, and the Issuer shall pay all sums required to be paid on account of or in respect of any such deposit.
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Safe Custody of Documents. 19.1 The Bank hereby undertakes with the Counterparty for the safe custody of such documents of title relating to the Charged Property of which it retains possession or control. 19.2 The parties agree that in the event of the loss or destruction of, or injury to, the documents of title relating to the Charged Property, the Bank shall have no liability to the Counterparty:
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Safe Custody of Documents. 33.1 The Lender hereby undertakes with the Chargor for the safe custody of such of the documents of title relating to the Secured Assets of which it retains possession or control. 33.2 The Chargor agrees that in the event of the loss or destruction of, or injury to, the documents of title relating to the Secured Assets, the Lender shall have no liability to the Chargor: (a) if the loss, destruction or injury occurred: (i) prior to actual receipt of the documents of title in question by the Lender from the Chargor or the Chargor’s solicitor, or (ii) after the documents of title in question have been given by the Lender to some other person at the written request of the Chargor and before the documents have been received back by the Lender; or (b) for any damages suffered by the Chargor as a result of the loss or destruction of, or injury to, the documents of title in question where such damages: (i) do not directly and naturally result from such loss, destruction or injury, or (ii) relate to loss of profit or expected profit from the Chargor’s business or from the development of the Secured Assets. 33.3 This clause 33 shall be regarded as an undertaking for safe custody of documents of title given under section 84 of the Act.
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Related to Safe Custody of Documents

  • Removal of Documents A. Written reprimands will be removed from an employee’s personnel file after three

  • Deposit of Documents (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject to the matters set forth therein and Conditions of Title; (2) four (4) duly executed counterparts of the ▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Buyer shall assume all of Seller’s obligations under the Lease, Service Contracts, and other documents and agreements affecting the Property (the “Assignment of Leases”); (4) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (5) a customary title affidavit regarding the standard pre-printed exceptions contained in the Title Report; (6) the original estoppel certificate; (7) an attornment letter to the tenant under the Lease advising the tenant of the sale of the Property to Buyer and directing that all rent and other payments thereafter be sent to Buyer; (8) Notices to the service providers under the Service Contracts advising of the sale of the Property to Buyer and the termination of their respective Service Contract, unless Buyer no later than expiration of the Contingency Period advises in writing that Buyer intends to assume such Service Contract at Closing; and (9) such authorizing documents of Seller as shall be reasonably required by the Title Company to consummate the transactions contemplated by this Agreement. (10) termination of the existing property management agreement; and (11) the Lot 10-R ROFO Agreement (defined in Section 19.21). (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any) and funds sufficient to pay Buyer’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the ▇▇▇▇ of Sale; (3) four (4) duly executed counterparts of the Assignment of Leases; (4) the Lot 10-R ROFO Agreement; and (5) such authorizing documents of Buyer as shall be reasonably required to consummate the transactions contemplated by this Agreement. (c) Seller and Buyer shall each execute and deposit a closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller shall prepare a draft closing statement and deliver a copy thereof to Buyer at least three (3) business days prior to Closing. Seller and Buyer hereby designate Title Company as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Lease to the extent in Seller’s possession, or copies of such Lease if not in Seller’s possession together with an affidavit from Seller as to such copies being true and complete copies of the Lease, copies of the tenant correspondence files (for the three (3) most recent years of Seller’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller’s possession, except for Seller’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date. The provisions of this Section 8.3(d) shall survive Closing. (e) For a period of seventy-five (75) days after the Closing, at the request of Buyer and at Buyer’s expense, Seller shall make available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property in substantially the form of Exhibit I attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Section (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all costs, expenses, losses, liabilities, damages, claims, demands, allegations or actions (collectively, “Losses”) actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Losses shall specifically exclude any Losses proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Section 8.3(e) shall survive Closing.

  • Custodial Agreement; Delivery of Documents The Company has delivered and released to the Custodian those Mortgage Loan Documents as required by Exhibit B to this Agreement with respect to each Mortgage Loan. The Custodian has certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Company shall be responsible for recording the initial assignments of mortgage. The Purchaser will be responsible for the fees and expenses of the Custodian. The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided, however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its submission for recordation. In the event the public recording office is delayed in returning any original document, the Company shall deliver to the Custodian within 180 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i) identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company will be required to deliver the document to the Custodian by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.

  • Furnishing of Documents The Owner Trustee shall furnish to the Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

  • Delivery of Documents Adviser has furnished, or will furnish, to Sub-Adviser copies properly certified or authenticated of each of the following prior to the commencement of the Sub-Adviser’s services: a) the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on September 7, 2011 and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); b) the Trust’s By-Laws and amendments thereto (together with the Declaration of Trust, the “Trust Documents”); c) resolutions of the Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”); e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and f) the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of each Fund, and Prospectus of each Fund, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. The materials referenced in the first sentence of this paragraph will be furnished to the Sub-Adviser by e-mail, first class or overnight mail, facsimile transmission equipment or hand delivery.