EMC. EMC Mortgage Corporation, a Delaware corporation, and its successors and assigns, in its capacity as a seller of the Mortgage Loans to the Depositor.
EMC. (in its capacity as Seller) hereby represents and warrants to the Depositor and the Trustee as follows, as of the Closing Date:
(i) EMC is duly organized as a Delaware corporation and is validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by EMC in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its ability to enforce each Mortgage Loan, to sell the Mortgage Loans in accordance with the terms of the Mortgage Loan Purchase Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.
(ii) EMC has the full corporate power and authority to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of EMC the execution, delivery and performance of this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, as applicable, constitutes a legal, valid and binding obligation of EMC, enforceable against EMC in accordance with its terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(iii) The execution and delivery of this Agreement by EMC, the sale of the Mortgage Loans by EMC under the Mortgage Loan Purchase Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of business of EMC and will not (A) result in a material breach of any term or provision of the charter or by-laws of EMC or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which EMC is a party or by which it may be bound, or (C) cons...
EMC. Re shall also cede, and EMCC shall accept as premium, Ten and One-Half Percent (10.5%) of all “Net Written Premium” on the Contracts.
EMC. 7.5.4.1. The engine retrofit system shall be compliant with Regulation No. 10.
EMC. Re shall cede, and EMCC shall accept as reinsurance, One Hundred Percent (100%) of all “Net Loss” incurred which is in excess of $3,000,000 for each “Occurrence” with an “Occurrence” date on or after January 1, 2011 arising out of “Subject to Cession” reinsurance contracts and reinsurance contracts written directly by EMC Re (the “Contract”).
EMC. The Port agrees that the City may withhold permits and administrative approvals pending compliance. For any disputes arising under this Agreement not subject to the above-cited provisions of the Everett Municipal Code, the parties retain all rights available under the law to resolve such disputes through negotiation and, if negotiation fails, through legal action. The venue for such action shall be in Snohomish County Superior Court. In any such action, each party shall have all rights and remedies provided by law to enforce this Agreement including, without limitation, damages, specific performance or writs to compel performance or require action consistent with this agreement.
EMC. Three (3) Storage Devices - Clarion CX500 and Celerra NS502G-FD (Co-terminus—Rental Schedule Nos. 03 and 05) - Symmetrix DMX2000 for AS400 environment Controller Upgrade 1 XeroxDOCUCOLOR 5252C Color Copier and Maintenance 1 EXP5000 EFT Controller
EMC. EMC Mortgage Corporation, and any successor thereto.
EMC. This Agreement and Conditional Certificate of Tax Exemption shall terminate upon (a) the issuance of a Final Certificate of Tax Exemption by the City and acceptance thereof by the Snohomish County Assessor, (b) as set forth in Section 1 above, or (c) three years from the Effective Date, except that this Agreement and Conditional Certificate of Tax Exemption may be extended at the discretion of the City pursuant to Chapter 84.14 RCW and EMC 3.78.
