Settlement Items Clause Samples

Settlement Items. In addition to the items specifically mentioned in this Agreement to be delivered at the Closing, Seller shall deliver the following items to Purchaser at the Closing: any sewer, water and other utility bills and assessment bills any part of which is to be paid by Purchaser; and a complete and accurate statement setting forth the necessary information upon which any adjustment shall be made at the Closing.

Settlement Items. Secured Party, Company and Servicer understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Secured Party, Company or Servicer. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account or other deposit account at any time linked to any Collateral Account by a zero balance account connection or other automated funding mechanism (each a “Linked Account”), which Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to receiving an Access Termination Notice and having had a reasonable opportunity to act on it, and which is presented for settlement against the Collateral Account (after having been presented against the Linked Account) after Bank receives the Access Termination Notice, (ii) each check or other payment order drawn on or payable against a Collateral Account, which, on the Business Day Bank receives an Access Termination Notice, Bank cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to Bank having received an Access

Settlement Items. Lender and Company understand and agree that Bank may pay the face amount (“Settlement Item Amounts”) of each “Settlement Item” (as defined herein) by debiting the applicable Account, without prior notice to Lender or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a “Controlled Balance Account” (as defined below) or other deposit account at any time linked to the Account by a controlled balance arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to the Activation Effective Time, and which is presented for settlement against the Account (after having been presented against the Linked Account) after the Activation Effective Time, (ii) each check or other payment order drawn on or payable against the Account, which, prior to the Activation Effective Time, Bank takes for deposit or value, assures payment pursuant to a banker’s acceptance, cashes or exchanges for a cashier’s check or official check in the ordinary course of business after Bank’s cutoff time for posting, (iii) each ACH credit entry initiated by Bank, as originating depository financial institution, on behalf of Company, as originator, prior to the Activation Effective Time, which ACH credit entry settles after commencement of the Activation Effective Time, and (iv) any other payment order drawn on or payable against the Account, which Bank has paid or funded prior to the Activation Effective Time, and which is first presented for settlement against the Account in the ordinary course of business after the Activation Effective Time. Company and Lender acknowledge and agree that, if there is a Linked Account not subject to this Agreement, upon commencement of the Activation Effective Time any such Linked Account will be de-linked and will no longer transfer balances to or from the Account. “Controlled Balance Account” is a deposit account that is linked to one or more other deposit accounts in order to allow transfers to be made between such accounts on an automated basis, pursuant to Company Instructions, in order to maintain a specified balance in one or more of any Linked Account, including, without limitation, zero balance arrangements where transfers are made to a subaccount from a master account or from a subaccount to a master account at the en...

Settlement Items. The Developer shall deliver to the Development Vehicle on or before the Settlement Date: a certified copy certificate of Practical Completion for the Phase; a Notice of Acceptance of Completion Certificate issued by the relevant local authority under the Bu▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ ▇or each building warrant in respect of each Unit and/or Phase which is Practically Complete; certified copies of all Consents; a certified copy of any road bond and any roads construction consent; a NHBC warranty acceptance pack (relative to Buildmark structural defects cover or equivalent) or, where previously specified by the Developer to the Development Vehicle, an alternative, in each case for each Unit in the relevant Phase which is Practically Complete; an agreed Snagging List for each Phase (detailing the Snagging for each Unit and the Common Parts) which is Practically Complete; all energy performance certificates required for the relevant Phase; Retention Bond in respect of the relevant Phase, if the Development Vehicle has not waived this requirement; and evidence of the putting in place of the buildings and landlord contents insurance required by paragraph 2.1 of Part 7 of the Schedule to the Management and Maintenance Agreement. The Developer shall deliver to the Development Vehicle on the Settlement Date a Certificate of Title for the Phase which is Practically Complete, prepared by the Developer’s solicitors in compliance with the following requirements: addressed to the Development Vehicle and the Local Authority; demonstrating good and marketable title; (irrespective of any Planning Agreement disclosed in the Certificate of Title delivered in accordance with paragraph 1.1 of Part 3 of the Schedule, or of any Planning Agreement coming into force after the date of that certificate) disclosing no Planning Agreement; (irrespective of any title conditions or burdens disclosed in the Certificate of Title delivered in accordance with paragraph 1.1 of Part 3 of the Schedule) disclosing no title conditions or burdens inconsistent with the use and occupation of the Phase for domestic purposes and/or as residential dwelling or any other title conditions or burdens which in the reasonable opinion of the Development Vehicle are unduly onerous; making no disclosures against (i) the certificate of title; or (ii) against paragraphs 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 26 or 27 of part 3 of the schedule to the certificate of title ...

Settlement Items. Collateral Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amounts”) of each “Settlement Item” (as defined herein) by debiting the applicable Account, without prior notice to Collateral Agent or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable against any controlled disbursement account, a “Controlled Balance Account” (as defined below) or other deposit account at any time linked to the Account by a controlled balance arrangement (each a “Linked Account”), which Bank takes for deposit or value, cashes or exchanges for a cashier’s check or official check in the ordinary course of business prior to the Activation Effective Time, and which is presented for settlement against the Account (after having been presented against the Linked Account) after the Activation Effective Time, (ii) each check or other payment order drawn on or payable against the Account, which, prior to the Activation

Settlement Items. Agents and Company understand and agree that the face amount (“Settlement Item Amount”) of each Settlement Item will be paid by Bank debiting the applicable Collateral Account, without prior notice to Agents or Company. As used in this Agreement, the term “Settlement Item” means (i) each check or other payment order drawn on or payable

Settlement Items. 36 11.2 Indemnification..............................................................37 SECTION 12. THE AGENT........................................................................37 12.1 Appointment..................................................................37 12.2 Nature of Duties.............................................................37 12.3 Lack of Reliance on the Agent................................................38 12.4 Certain Rights of the Agent..................................................38 12.5 Reliance.....................................................................38 12.6 Indemnification..............................................................38 12.7 The Agent in its Individual Capacity.........................................39 12.8 Holders......................................................................39 12.9 Resignation by the Agent.....................................................39 SECTION 13. MISCELLANEOUS....................................................................39

Settlement Items. In addition to the items specifically mentioned in this Agreement to be delivered at the Closing, Seller shall deliver the following items to Purchaser at the Closing: a then current employee list; a then current rent roll; warranties and guaranties of suppliers and contractors, if any, (and an assignment thereof); an assignment of all of Seller's right, title and interest in and to the name "Windsong Apartments"; Seller's supply of printed brochures, floor plans and other advertising literature; all original tenant leases and all amendments and modifications thereof; all original service contracts being assumed by Purchaser, if available, otherwise copies of such service contracts; any sewer, water and other utility bills and assessment bills any part of which is to be paid by Purchaser; and a complete and accurate statement setting forth the necessary information upon which any adjustment shall be made at the Closing.

Settlement Items. Subsequent to the Effective Date (a) the Company shall pay the Reinsurer Reinsurance Premiums and Revenue Sharing Payments, each as defined in Schedule E; (b) the Reinsurer shall pay the Company Commissions, Administrative Expense Allowance, and Ceding Allowance, each as defined in Schedule E; and (c) the Company or the Reinsurer, as applicable, shall pay the Modco Reserve Adjustment and the Exhibit 7 Balance Change, each as defined in Schedule E. Reinsurance Premiums, the Modco Reserve Adjustment and the Exhibit 7 Balance Change shall be settled in accordance with subsections i and j below. Revenue Sharing Payments, Commissions, Administrative Expense Allowance, and Ceding Allowance shall be settled in accordance with subsection j below. The Company and the Reinsurer agree that any items settled in accordance with subsection j below may be settled more frequently than monthly and that, in the event of any such interim settlements, the Company shall account for such interim settlements in calculating the Net Accounting Settlement (as defined in Schedule E) in accordance with Schedule D.