FIRST TRANSFER DATE Sample Clauses

FIRST TRANSFER DATE. First Transfer Date is defined in Section 3.2(b).
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FIRST TRANSFER DATE. On the first Transfer Date, the Borrower shall have established the Cash Collateral Account with the Depositary in accordance with the Depository Agreement and shall have deposited $16,000,000 in such account, and the Agent shall have received: (i) a copy of a good standing certificate, dated a date reasonably close to the first Transfer Date, for the Parent, the Borrower and each Servicer, and (ii) a certificate from each of the Parent, the Borrower and each Servicer, dated the first Transfer Date, duly executed and delivered by such Person’s Authorized Officer, as to (and attaching): (A) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and (B) the full force and validity of each Organic Document of such Person and, other than in the case of the Parent, copies thereof; upon which certificates the Agent and each Protected Party may conclusively rely until it shall have received a further certificate of an Authorized Officer of any such Person canceling or amending the prior certificate of such Person. (iii) evidence that the requirements of Section 5.01(b) have been satisfied.
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FIRST TRANSFER DATE. (a) A meeting shall take place at 2.00 p.m. on the First Transfer Date at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ or such other time or offices as the parties may agree at which the Seller shall deliver to the Security Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the First Transfer Date and substantially in the form set out in Schedule 9 (Seller Power of Attorney), duly executed by the Seller; (ii) a duly executed endorsement of Buildings Insurance Policies in the form set out in Schedule 12 (Insurance Policies) Part 1 or Part 2 (as applicable); (iii) a certificate signed by at least one Authorised Signatory of the Seller dated as at the First Transfer Date attaching a copy of the board minutes and/or committee minutes of the Seller authorising its Authorised Signatories to agree to the sale of its Loans and their Related Security comprising the Initial Portfolio and authorising execution and performance of this Agreement, the Servicing Deed, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the First Transfer Date and substantially in each of the forms set out in Schedule 11 (Assignment of Third Party Rights); (v) an up to date, complete and accurate list of the mortgage loans and their related security which it is proposed will comprise the Initial Portfolio, which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the LLP and the Security Trustee (each acting reasonably); (vi) a solvency certificate signed by two (2) Authorised Signatories of the Seller dated as at the First Transfer Date in a form acceptable to the LLP and the Security Trustee (each acting reasonably); and (vii) in relation to those Loans in the Initial Portfolio which are Scottish Loans, a duly executed Scottish Declaration of Trust dated at the First Transfer Date substantially in the form set out in Schedule 8 (Scottish Declaration of Trust) with the Schedule thereto duly completed. (b) The parties hereto acknowledge that completion on t...
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Related to FIRST TRANSFER DATE

  • Transfer Date In the event the Interim Servicer is terminated as servicer of a Mortgage Loan pursuant to the Interim Servicing Agreement, the date on which the Purchaser, or its designee, shall receive the transfer of servicing responsibilities and begin to perform the servicing of such Mortgage Loans, and the Interim Servicer shall cease all servicing responsibilities.

  • Mortgage Payments Received After Transfer Date The amount of any related Monthly Payments received by the Seller after the related Transfer Date shall be forwarded to the Purchaser by overnight mail within one (1) Business Day following the date of receipt. The Seller shall notify the Purchaser of the particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller shall assume full responsibility for the necessary and appropriate legal application of such Monthly Payments received by the Seller after the related Transfer Date with respect to related Mortgage Loans then in foreclosure or bankruptcy; provided, for purposes of this Agreement, necessary and appropriate legal application of such Monthly Payments shall include, but not be limited to, endorsement of a Monthly Payment to the Purchaser with the particulars of the payment such as the account number, dollar amount, date received and any special Mortgagor application instructions and the Seller shall comply with the foregoing requirements with respect to all Monthly Payments received by it after the related Transfer Date.

  • Settlement Date For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option.

  • Subsequent Closing Upon receipt of Shareholder Approval, the completion of the purchase and sale of the Subsequent Shares and Subsequent Warrants (the “Subsequent Closing,” together with the Original Closing, the “Closings”) shall occur on a date mutually agreed by the Investor, the Company and the Placement Agent (the “Subsequent Closing Date”), which date shall not be later than the earlier of two Business Days following receipt of the Shareholder Approval and 60 days following the Initial Closing Date (the “Subsequent Outside Date”). At the Subsequent Closing, the Company shall deliver to the Investor one or more certificates representing the number of Subsequent Shares and Subsequent Warrants, respectively, set forth in paragraph 2(b) of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as Exhibit B, in the name of a nominee designated by the Investor. In exchange for the delivery of the certificates representing such Subsequent Shares and Subsequent Warrants, the Investor shall deliver the Subsequent Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 5.1 The Company’s obligation to issue and sell the Subsequent Shares and Subsequent Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of an executed copy of this Agreement; (b) the accuracy in all material respects when made and on the Subsequent Closing Date of the representations and warranties made by the Investor in this Agreement and the fulfillment of the obligations of the Investor to be fulfilled by it under this Agreement on or prior to the Subsequent Closing in all material respects; (c) the execution and delivery by the Investor of the Registration Rights Agreement; (d) prior receipt by the Company of the Subsequent Purchase Price; (e) the execution and delivery by the Investor of a cross receipt, substantially in the form attached hereto as Exhibit I (the “Subsequent Cross Receipt”), evidencing receipt of the Subsequent Shares and Subsequent Warrants; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into the Agreements or to consummate the transactions contemplated hereby and thereby; and (g) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.2 The Investor’s obligation to purchase the Subsequent Shares and Subsequent Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the delivery to the Investor of a legal opinion, dated the Subsequent Closing Date, from counsel to the Company, substantially in the form attached hereto as Exhibit G; (b) the accuracy in all material respects of the representations and warranties made by the Company in this Agreement on the date hereof and, if different, on the Subsequent Closing Date; (c) the execution and delivery by the Company of the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Subsequent Closing Date; (e) the execution and delivery by the Company of the Subsequent Cross Receipt evidencing receipt of the Subsequent Purchase Price; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (g) the completion of the Second Humble Transaction, to occur simultaneously with the Subsequent Closing; (h) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled; and (i) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.3 In the event that the Subsequent Closing does not occur on or before the Subsequent Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth above (and such condition has not been waived by the Investor), the Company shall return any and all funds paid hereunder to the Investor no later than one (1) Business Day following the Subsequent Outside Date and the Investor shall have no further obligations hereunder.

  • Remittance Date The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately following) of any month.