Settlement Items. Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) of each Settlement Item (as defined herein) by debiting the applicable Account, without prior notice to 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 any 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 an Activation Effective Time and which is presented for settlement against the Account (after having been presented against the Linked Account) during an Activation Effective Time, (ii) each check or other payment order drawn on or payable against an Account, which, prior to an 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 an Activation Effective Time, which ACH credit entry settles during an Activation Effective Time, and (iv) any other payment order drawn on or payable against an Account, which Bank has paid or funded prior to an Activation Effective Time, and which is first presented for settlement against the Account in the ordinary course of business during an Activation Effective Time. Company and Agent acknowledge and agree that if there are Linked Accounts not subject to this Agreement, that upon commencement of an Activation Effective Time any such Linked Accounts 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 the Company’s instructions, in order to maintain a specified balance in one or more of the Linked Accounts, 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 end of each Banking Da...
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. Secured Party 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 Secured Party 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 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 (not to exceed two (2) Business Days) 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 Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, which ACH credit entry settles after Bank receives an Access Termination Notice, and (iv) any other payment order drawn on or payable against a Collateral Account or any Linked Account, which Bank has paid or funded prior to receiving an Access Termination Notice and having had a reasonable opportunity (not to exceed two (2) Business Days) to act on it, and which is first presented for settlement against the Collateral Account in the ordinary course of business after Bank receives the Access Termination Notice and has transferred Collateral Account Funds to Secured Party under this Agreement. Company agrees to pay all Settlement Item Amounts immediately on demand, without setoff or counterclaim, to the extent there are not sufficient funds in the applicable Collateral Account to cover the Settlement Item Amounts on the day they are to be debited from the Collateral Account. Secured Party agrees to pay all Settlemen...
Settlement Items. In the event that the Unit is a new build Unit, the Local Authority shall deliver the following (or such equivalent or alternative comfort as is agreed between the parties, all parties acting reasonably) to SFT and the LLP on or prior to the Settlement Date for each Unit,(or Development, as the case may be): a Notice of Acceptance of Completion Certificate issued by the relevant local authority under the Xxxxxxxx (Xxxxxxxx) Xxx 0000 for each building warrant in respect of each Unit (or Development, as the case may be) which is Practically Complete or other evidence that the Unit has been passed for issue of a Notice of Acceptance of a Completion Certificate by the relevant local authority and that the Notice will in due course be issue by the relevant building control authority; a NHBC warranty acceptance pack (relative to Buildmark structural defects cover or equivalent) (but only where NHBC is relevant for the Unit or Development concerned) or where previously specified by the LLP an Architect’s Certificate addressed to the LLP, in each case for each Unit in the relevant Unit (or Development, as the case may be) which is Practically Complete; certified copies of any agreement in terms of the Town & Country & Planning (Scotland) Act, 1997 and all Consents; the agreed Snagging List (if any) for each Unit (or Development, as the case may be) (detailing the Snagging for each Unit ) which is Practically Complete; a Land Certificate for the Unit (or Development, as the case may be) (in paper or electronic format) containing no exclusion of indemnity in terms of the Land Xxxxxxxxxxxx (Xxxxxxxx) Xxx 0000, s 12(2) with all necessary links in title evidencing the Local Authority’s exclusive ownership together with (i) a form 12 report brought down to a date not more than three working days prior to the Settlement Date and showing no entries adverse to the LLP’s interest to be registered in the Land Register as registered proprietor of the Unit or Development without exclusion of indemnity under s. 12 (2) demonstrating a good and marketable title, all in terms reasonably acceptable to the LLP and SFT together with evidence of discharge or variation of any title conditions or burdens which if not varied or discharged would be inconsistent with the use or occupation of the Unit (or Development, as the case may be) for domestic purposes and/or as residential dwelling or any other title conditions or burdens which in the reasonable opinion of the LLP and/or SFT are und...
Settlement Items. Collateral Agent and Company understand and agree that Bank may pay the face amount (“Settlement Item Amount”) 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 any 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 an Account (after having been presented against a Linked Account) after the Activation Effective
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.
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. 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. 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
