Cardiac Rehabilitation This plan covers services provided in a cardiac rehabilitation program up to the benefit limit shown in the Summary of Medical Benefits.
Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.
Failure to Consummate a Business Combination; Trust Account Waiver (a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.
(b) The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).
Cooperation of Seller with a Reconstitution The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, after the related Closing Date, on one or more dates (each, a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(i) Fannie Mae under its Cash Purchase Program or MBS Program (Speciax Xxxxixxxg Option) (each, a "Fannie Mae Transfer"); or
(ii) Freddie Mac (the "Freddie Mxx Xxxnxxxr"); or
(iii) one or more third party purchasers in one or more Whole Loan Transfers; or
(iv) one or more trusts or other entities to be formed as part of one or more Securitization Transfers. The Seller, on behalf of itself and the Interim Servicer, agrees to execute in connection with any Agency Transfer, any and all pool purchase contracts, and/or agreements reasonably acceptable to the Seller and the Interim Servicer, if applicable, among the Purchaser, the Seller and/or the Interim Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer in connxxxxxx xxxh a Whole Loan Transfer, a seller's warranties and servicing agreement or a participation and servicing agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transfer, an Assignment and Recognition Agreement substantially in the form attached hereto as Exhibit I (collectively, the agreements referred to herein as designated, the "Reconstitution Agreements"), together with an opinion of counsel with respect to such Reconstitution Agreements. With respect to each Whole Loan Transfer and each Securitization Transfer entered into by the Purchaser, the Seller, on behalf of itself and the Interim Servicer, agrees:
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures;
(2) to execute, deliver and perform all Reconstitution Agreements reasonably required by the Purchaser (provided Seller and Interim Servicer, if applicable, shall be given adequate time to review and negotiate in good faith such agreements);
(3) to restate the representations and warranties set forth in Subsections 9.01 and 9.02 as of the Reconstitution Date or make the representations and warranties set forth in the related selling/servicing guide of the servicer or issuer, as the case may be, or such representations or warranties as may be required by any rating agency or prospective purchaser of the related securities or such Mortgage Loans in connection with such Reconstitution; provided, that the representations and warranties contained in Subsection 9.02(m) shall be made as of the related Closing Date; and provided, further, that the representation and warranty contained in Subsection 9.02
(a) (with respect to information regarding stated principal balances and due dates), (b), the first sentence of (c), (d), (f) (other than the fifth and the seventh sentences), the first sentence of (h), the first and last sentences of (p), the first sentence of (q), (r), the first two sentences of (w), (x), (ff), (hh), (ii) (other than the first and fourth sentences), (ll), (rr), (uu) and (ggg) shall be made only as of the related Transfer Date. Notwithstanding the provisos set forth in this clause (3), the Seller shall remain liable for any breaches following the date of its restatement of the representations and warranties set forth in Subsections 9.01 and 9.02 to the extent the actions of the Seller, Interim Servicer or any of their Affiliates contributed to such breaches;
(4) to deliver to Purchaser and any prospective purchaser within five (5) Business Days after written request by Purchaser or prospective purchaser, information, in form and substance satisfactory to Purchaser (provided with respect to (a) and (b) below only if the Mortgage Loans are 20% or more of the pool of assets included in such Securitization Transfer) and such prospective purchaser, with respect to each originator of the Mortgage Loans, required by Item 1110 of Regulation AB, which as of the date hereof requires the following information: (a) the originator's form of organization; and (b) to the extent material in the good faith judgment of the Purchaser, a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description must include a discussion of the originator's experience in originating mortgage loans of the same type as the Mortgage Loans and, if material in the good faith judgment of the Purchaser, information regarding the size and composition of the originator's origination portfolio as well as information that may be material, in the good faith judgment of the Purchaser, to an analysis of the performance of the Mortgage Loans, such as the originators' credit-granting or underwriting criteria for mortgage loans of the same type as the Mortgage Loans; and
(5) to deliver to the Purchaser and any prospective purchaser within five (5) Business Days after written request by the Purchaser, static pool information deliverable pursuant to Regulation AB relating to the mortgage loans that were originated by the Seller, which are of the same type as the Mortgage Loans, and (i) for the period during which such mortgage loans were serviced by the Seller or its agent, or (ii) were previously securitized and publicly offered by the Seller or its affiliate as the sponsor, or (iii) were included in static pool information provided by the Seller in connection with a public securitization of mortgage loans by the Seller or its affiliate, or (iv) such information as provided to the Seller by any third party purchaser or servicer (other than the Purchaser or a servicer designated by such Purchaser) together with indemnification therefor (collectively, the "Static Pool Information"). Such Static Pool Information shall be prepared by the Seller in accordance with the requirements of Regulation AB. To the extent that there is reasonably available to the Seller Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to clause (5) above. A vintage origination year represents mortgage loans originated during the same year. Such Static Pool Information shall be for the prior five years or for so long as the originator has been originating (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such mortgage loans, if originating for less than five years. The Static Pool Information for each vintage origination year or prior securitized pools, as applicable, shall be presented no less frequently than quarterly increments, to the extent material in the good faith judgment of the Purchaser, over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The content of such Static Pool Information may be in the form customarily provided by the Seller, and need not be customized for the Purchaser or any assignee or designee thereof. The Seller and the Purchaser agree that either (i) the Seller shall provide all Static Pool Information, as described above, or (ii) solely with respect to the period of time prior to January 1, 2006, the Seller shall represent and warrant that it is unable without unreasonable effort or expense to provide Static Pool Information.
Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
No Contemplation of a Business Combination The Company has not identified any Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.
NO DISSOLUTION, NO NULLIFICATION To the extent permitted by law, the parties hereby waive their rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve (ontbinden), or demand in legal proceedings the dissolution (ontbinding) of, this Agreement. Furthermore, to the extent permitted by law, the parties hereby waive their rights under Article 6:228 of the Dutch Civil Code to nullify, or demand in legal proceedings the nullification of, this Agreement on the ground of error (dwaling).
Reconstitution Each Seller and the Servicer agree that this Agreement is a "Reconstitution Agreement", and that the date hereof is the "Reconstitution Date", each as defined in the SWSA. Executed as of the day and year first above written. XXXXXX BROTHERS BANK, FSB, as Seller By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC., as Seller By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory XXXXX FARGO HOME MORTGAGE, INC., as Servicer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President AURORA LOAN SERVICES, INC., as Master Servicer By: /s/ E. Xxxx Xxxxxxxxxx Name: E. Xxxx Xxxxxxxxxx Title: Exec. Vice President Acknowledged By: BANK ONE, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President – Corporate Trust Dept.
1. Unless otherwise specified herein, any provisions of the SWSA, including definitions, relating to (i) representations and warranties relating to the Mortgage Loans and not relating to the servicing of the Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii) Whole Loan and Pass-Through Transfers and Reconstitution, and (iv) Assignments of Mortgage, shall be disregarded. The exhibits to the SWSA and all references to such exhibits shall also be disregarded.
2. The definition of "Business Day" in Article I is hereby amended by replacing the words "the State of Maryland or" with the words "the State of Maryland, the State of Minnesota, the State of Colorado or the State of Illinois".
3. The definition of "Custodial Agreement" in Article I is hereby amended in its entirety to read as follows:
Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.
Business Combination Marketing Agreement The Company and the Representative have entered into a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).
