Settlement Agent Clause Samples

Settlement Agent. The Settlement Agent closing the applicable Mortgage Loan (a) is not affirmatively disapproved in writing or otherwise ineligible to provide settlement services for Sellers by any of Sellers’ other warehouse lenders or any Agency, in each case, in place on the Effective Date or in place on any date thereafter; (b) is not currently facing a claim in one instance or in the aggregate for fraud or misappropriation of funds by a single agent of the Settlement Agent (a “Sole Agent”) in excess of [***] unless such Sole Agent has been terminated from acting as an agent for the Settlement Agent; (c) since September 16, 2011, has not faced a claim where it was held liable in one instance or in the aggregate for fraud or misappropriation of funds in excess of [***]; (d) is not currently facing a claim in one instance or in the aggregate for fraud or misappropriation of funds in excess of [***]; (e) is not the subject of an Insolvency Event, provided that an involuntary petition filed against such Settlement Agent in any bankruptcy court shall not constitute an “Insolvency Event” for purposes of this provision unless (i) such involuntary petition has not been dismissed within sixty (60) days after its filing, or (ii) such involuntary filing causes a disapproval as described in clause (a) above, and (f) is not suffering a material adverse effect upon its Property, business, operations or financial condition and such material adverse effect has not been cured within ten (10) days after notice of such event to Sellers.

Settlement Agent. Prior to the Closing Date, Growth Partners, CEOC and the Sellers shall enter into a settlement and escrow agreement (the “Settlement Agreement”) with a bank, trust company or other financial institution as may be designated by CEC and reasonably acceptable to Growth Partners (the “Settlement Agent”), which shall appoint the Settlement Agent as the agent to receive and/or hold, in separate accounts, (i) the Purchase Price, for the benefit of the Sellers and to be paid to CEOC at the Closing by direction of the Sellers and (ii) the Holdback Amount, if any, in accordance with the terms of this Agreement and the Settlement Agreement.

Settlement Agent a. The Customer hereby appoints TCS and authorizes TCS to act as the Settlement Agent for the Customer in the SCD Service, and TCS hereby acknowledges, confirms and agrees to such appointment and authorization by the Customer. b. TCS agrees to perform all services that may be necessary or required for TCS to act and/or function as, and to represent the Customer as, the Settlement Agent for the Customer in the SCD Service, all in accordance with and pursuant and subject to: The terms and conditions of this Agreement; and The Interac Association Regulations. c. TCS shall collect, for and on behalf of the Customer, all fees, charges and/or other monies payable to the Customer for transactions emanating from ABMs operated by TCS on behalf of the Customer, and/or its Affiliates, and/or the Cash Supplier. TCS shall deposit the same, less its Charges, to the Customer Account by no later than one Business Day following such time as such fees, charges and/or other monies are transferred to TCS by the Bank of Montreal using the means agreed to from time to time by Bank of Montreal and TCS at their sole discretion. d. The Customer acknowledges, confirms and agrees that Schedule "B" annexed hereto sets forth the fees payable to TCS by the Customer for transactions captured by TCS at ABMs operated by TCS on behalf of the Customer.

Settlement Agent. You will notify us of all relevant details required by us of your settlement agent in respect of Transactions which may be subject to securities delivery obligations. You will procure that your settlement agent enters into such other documentation as may be necessary to ensure that the clearing and settlement of such Transactions takes effect without liability to us.

Settlement Agent. (a) The Customer hereby [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] TCS and [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] TCS to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] for the Customer in the SCD Service, and TCS hereby CONNECTION SERVICES AGREEMENT No: SBC-SCD02 ================================================================================ [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to such [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] by the Customer. (b) TCS agrees to perform [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] or [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] for TCS to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], and [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the Customer as, the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] for the Customer in the SCD Service, all in accordance with and pursuant and subject to: (i) The terms and conditions of this Agreement; and (ii) The Interac Association Regulations; and (iii) The International Network regulations; and (iv) Any of TCS's internal policies which relate to the security or to the quality of service provided by TCS. (c) TCS shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], for and on behalf of the Customer, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to the Customer for transactions emanating from ABMs operated by TCS on behalf of the Customer, and/or its Affiliates, and/or the Cash Supplier. TCS shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the same, [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], to the Customer Account by [CONFIDENTIAL PORTION DELETED AND FILED

Settlement Agent. Purchaser and Seller agree that Settlement Agent assumes no responsibility for the performance of this Agreement by the parties hereto, and shall only be liable for the application of the Deposit and the Release, recordation of documents, and disbursement of Settlement proceeds in accordance with the terms hereof.

Settlement Agent. The Settlement Agent is hereby appointed, and the Settlement Agent ▇▇▇▇▇▇ agrees to act, as agent of the Issuer upon the terms and subject to the conditions as set out below, for the purposes of, inter alia, on receipt of Authorising Instructions, effecting the settlement of transactions relating to the Portfolio in accordance with such Authorising Instructions. Subject to the terms of this Agreement, on receipt of Authorising Instructions, the Settlement Agent shall effect settlement of transactions relating to the Portfolio in accordance with such Authorising Instructions. The Settlement Agent may use such clearing agencies and settlement or other systems as it may reasonably select on the terms of business of the operators of such agencies or systems and may effect settlement in accordance with the customary or established securities trading and processing practices and procedures in the jurisdiction or market in which the transaction occurs. The Issuer warrants that it is bound by the terms of this Agreement and that it has full and unrestricted authority:

Settlement Agent. The HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement.

Settlement Agent. (s) means a Participant accepted by the CSD as a participant in terms of section 31 of the Financial Markets Act, and who is approved by the CSD as a settlement agent to perform electronic settlement of both funds and scrip on behalf of market participants;