CERTAIN Sample Clauses

CERTAIN. UNDERSTANDINGS

CERTAIN. REIMBURSEMENTS TO THE MASTER SERVICER. The Master Servicer shall be entitled to withhold from amounts otherwise required to be remitted to the Collection Account with respect to a Collection Period an amount in respect of funds deposited with respect to prior Collection Periods in the Collection Account but later determined by the Master Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds; PROVIDED, THAT, such withholding may be made only following certification by the Master Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary in the opinion of the Indenture Trustee to verify the accuracy of such certification.

CERTAIN. Portion 3 of the farm FINKENSTEIN no. 526 SITUATED: In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 43,0026 hectares HELD BY: Virtue of Deed of Transfer no. T6066/2007 as indicated on the general plan of development SG. No. K471

CERTAIN third parties derive rights and exemptions from liability because of the terms and conditions stated herein. All of Company’s rights, exemptions from liability, defenses and immunities under this Contract (including, but not limited to, those arising under this Section 6 or applicable law) inure to the benefit of Company’s employees and agents, together with the Vessel and the Vessel’s tenders, operators, managers, charterers, officers, staff, crewmembers, shipbuilders and manufacturers of all component parts. These third parties will have no liability to Passenger, either in contract or in tort, which is greater than or different from Company’s liability.

CERTAIN. DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings:

CERTAIN. DEFINITIONS For purposes of this Note, the following terms shall have the following meanings:

CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Accounting Terms 13 ARTICLE 2 THE P&A TRANSACTION 13 2.1 Purchase and Sale of Assets 13 2.2 Assumption of Liabilities 14 2.3 Purchase Price 14 2.4 Calculation of Loans to be Transferred 15 ARTICLE 3 CLOSING PROCEDURES; ADJUSTMENTS 16 3.1 Closing 16 3.2 Payment at Closing 17 3.3 Adjustment of Purchase Price 17 3.4 Proration; Other Closing Date Adjustments 18 3.5 Seller Deliveries 18 3.6 Purchaser Deliveries 20 3.7 Delivery of the Loan Documents 21 3.8 Owned Real Property Filings 21 3.9 Allocation of Purchase Price 21 ARTICLE 4 TRANSITIONAL MATTERS 22 4.1 Transitional Arrangements 22 4.2 Customers 23 4.3 ACH Debit or Credit Transactions 24 4.4 Wires 25 4.5 Access to Records 26 4.6 Interest Reporting and Withholding 26 4.7 Negotiable Instruments 27 4.8 ATM/Debit Cards; POS Cards 27 4.9 Data Processing Conversion for the Branches and Handling of Certain Items 27 4.10 Infrastructure Installation 28 4.11 Employee Training 30 4.12 Expenses Relating to Transitional Matters 31 4.13 Access to the Branches on the Closing Date 31 4.14 Customer Claims 31 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER 33 5.1 Corporate Organization and Authority 33 5.2 No Conflicts 33 5.3 Approvals and Consents 34 5.4 Leases 34 5.5 Litigation and Undisclosed Liabilities 34 5.6 Regulatory Matters 34 5.7 Compliance with Laws 35 5.8 Loans 35 5.9 Records 37 5.10 Title to Assets 37 5.11 Deposits 37 5.12 Environmental Laws; Hazardous Material 37 5.13 Brokers’ Fees 38 5.14 Property 38 5.15 Absence of Certain Changes 39 5.16 Employee Benefit Plans; Labor Matters 39 5.17 Available Funds 40 5.18 Limitations on Representations and Warranties 40 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 40 6.1 Corporate Organization and Authority 40 6.2 No Conflicts 41 6.3 Approvals and Consents 41 6.4 Regulatory Matters 41 6.5 Litigation and Undisclosed Liabilities 42 6.6 Operation of the Branches 42 6.7 Brokers’ Fees 42 6.8 Financing to be Available 42 6.9 Limitations on Representations and Warranties 43

CERTAIN provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

CERTAIN. SITUATED: Portion 1 of the farm FINKENSTEIN no. 526 In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 2,2521 hectares HELD BY: Virtue of Deed of Transfer no. T6064/2007 ii. CERTAIN: Portion 2 of the farm FINKENSTEIN no. 526 SITUATED: In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 2,5790 hectares HELD BY: Virtue of Deed of Transfer no. T4177/2008 iii. CERTAIN: Portion 3 of the farm FINKENSTEIN no. 526 SITUATED: In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 43,0026 hectares HELD BY: Virtue of Deed of Transfer no. T6066/2007