Merger of Seller With and Into Newco
Merger of Seller With and Into Newco Sample Clauses
Related to Merger of Seller With and Into Newco
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.
Merger or Consolidation of Seller or Purchaser Any corporation or other entity (a) into which Seller or Purchaser may be merged or consolidated, (b) resulting from any merger or consolidation to which Seller or Purchaser is a party or (c) succeeding to the business of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in Purchaser’s certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller or Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust Collateral Agent and the Owner Trustee and, as a condition to the consummation of the transactions referred to in clauses (a), (b) and (c) above, (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and be continuing, (ii) Seller or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Issuer and the Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (iii) Seller or Purchaser, as applicable, shall have delivered to the Issuer, and the Trust Collateral Agent an Opinion of Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.
Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
Merger and Integration Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.
Transactions with Affiliates and Insiders Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.
Merger Sale Conveyance and Lease Section 11.01. Company May Consolidate, Etc. on Certain Terms 49 Section 11.02. Successor Corporation to Be Substituted 50 Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee 50 Section 12.01. Indenture and Notes Solely Corporate Obligations 51
Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,
Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.
Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).
