Section # Data Room. At the Closing, Seller shall deliver to Buyer an electronic copy of all of the information and documents posted to the virtual data room established by Seller as of the date hereof and made available to Buyer (the “Data Room”) for archival purposes only.
Data Room means the virtual data room established and maintained by IntraLinks, Inc. in connection with the transactions contemplated hereunder as of 12:01 a.m. on December 14, 2016 (Japanese standard time) and as supplemented by specific written or electromagnetic means disclosure through the Execution Date.
“VDR” means the electronic data room for “Project Sam” maintained by www.dfsvenue.com.
NOTE: Executed copies of the above agreement are available in the data room.
“Data Room” means the electronic documentation site, established by Intralinks on behalf of the Company.
Due Diligence Materials: a complete copy of the Virtual Data Room (VDR) as of the Effective Date.
Data. The Ceding Company acknowledges that it has provided the Reinsurer with the data described in [Schedule IX] prior to the execution of this Agreement by the Reinsurer. All factual information and actuarial data set forth in the documents listed in [Schedule IX] as delivered to the Reinsurer was complete and accurate in all material respects as of the date the document containing the information was prepared. Further, the Ceding Company has not become aware, since the date on which such documents were prepared, of any omissions, errors, changes or discrepancies that would materially affect such data. The factual information and actuarial data set forth in the documents listed in [Schedule IX] was compiled in a commercially reasonable manner given its intended purpose, and such actuarial data was prepared in a manner consistent with applicable actuarial principles. The Ceding Company acknowledges that the Reinsurer has relied on such data in entering into this Agreement.
Each Diligence File uploaded to the Secure Data Room contains all documents required under the definition of “Diligence File” and each such Diligence File is organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor.
The Seller has delivered an electronic copy of the Diligence File (as defined in the Pooling and Servicing Agreement) with respect to each Mortgage Loan to the Depositor by uploading such Diligence File to the Secure Data Room (as defined in the Pooling and Servicing Agreement); and
Since September 30, 2016, the business of the Target Group has not suffered any Material Adverse Effect, and except as set forth in the Data Room, the Target Group has not conducted any action listed in [Exhibit 5.5] (except for the transaction stipulated in this Agreement).
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