Escrow and Set Off from Holdback Amount; Several Liability of Sellers Sample Clauses

Escrow and Set Off from Holdback Amount; Several Liability of Sellers. (a) On the Closing Date, Purchaser and Sellers shall execute and deliver and shall cause U.S. Bank or other domestic bank acceptable to the Parties to execute and deliver as escrow agent (the "Escrow Agent"), the escrow agreement substantially in the form of Exhibit A (the "Escrow Agreement"). The Escrow Agreement shall be dated as of the Closing Date. The escrow established under the Escrow Agreement shall hold the Holdback Amount. Sellers shall be entitled to direct the investment of the Holdback Amount and to withdraw and keep the accrued earnings (if any) on the Holdback Amount. The parties hereto acknowledge and agree that all Sellers shall pay all origination and periodic escrow administration fees to the Escrow Agent, but each Party shall pay any wire transfer expenses associated with payments to such Party. If U.S. Bank declines to serve as the Escrow Agent, either Party shall be entitled to delay the Closing until such time as a replacement escrow agent and escrow agreement can be established, but in no event more than thirty (30) days from the scheduled Closing Date, and the Parties shall mutually select a replacement Escrow Agent from among domestic banks having assets not less than U.S. Bank and, in that event, the substitute Escrow Agent's form of escrow agreement, modified to express the information in Attachments I and II of Exhibit A and the applicable fees, shall be substituted for Exhibit A.
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Related to Escrow and Set Off from Holdback Amount; Several Liability of Sellers

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Conditions Precedent to the Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following conditions:

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • Conditions to the Obligations of Buyer The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Buyer:

  • Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:

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