Modified Contract Form Sample Clauses

Modified Contract Form. If, in accordance with paragraph 2.a, the negotiation of the Modified Contract Form and the receipt of any related regulatory approvals for all negotiated changes to the Specimen Contract Form are completed by the date that is at least 10 Business Days prior to the Scheduled GAC Issuance Date, then, subject to the Insurer’s receipt of the Closing Date Transfers and any GAC True-Up Premium due to the Insurer, the Insurer will, on the Scheduled GAC Issuance Date, issue the Contract using the Modified Contract Form in lieu of the Specimen Contract Form, subject to and in accordance with paragraphs 1 and 2. The Insurer and the Company will on the Scheduled GAC Issuance Date amend the Contract to incorporate the data and premium adjustments described in paragraph 3.i and Schedule 8 to reflect any agreed upon changes in the final annuity exhibit, which will be attached to and become part of the Contract. Notwithstanding the foregoing, to the extent that after good faith discussions the Insurer, Independent Fiduciary and the Company are unable to agree on the final terms of the Contract or if the Insurer, using reasonable best efforts, is unable to obtain approval from the applicable state insurance commission prior to the date that is 90 Business Days after the Scheduled GAC Issuance Date, then, subject to the Insurer’s receipt of the Closing Date Transfers on the Closing Date and any GAC True-Up Premium due to the Insurer on the Scheduled GAC Issuance Date, the Insurer will issue the Contract using the Specimen Contract Form (which, for the avoidance of doubt, will be amended to include the Modified Contract Form provisions, which were agreed upon between the parties as of the Commitment Agreement Date, or otherwise agreed after the Commitment Agreement Date, to the extent Insurer is authorized to include such provisions, or such provisions do not require approval, by Confidential – Subject to NDA the applicable state insurance commission); provided that, if following the issuance of the Specimen GAC Form in accordance with this sentence, the Insurer and the Company agree on the final terms of the Contract and any applicable approval is obtained from the applicable state insurance commission, then subject to and in accordance with paragraphs 1 and 2, the Insurer will amend and restate the Contract so that its terms are replaced by the Modified Contract Form (or applicable provisions thereof).
Sample 1
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Modified Contract Form. If, in accordance with paragraph 2.a, the negotiation of the Modified Contract Form and the receipt of the Virginia Bureau of Insurance’s approval of the Modified Contract Form are completed by the date that is at least ten (10) Business Days prior to the Scheduled GAC Issuance Date, then, subject to the Insurer’s receipt of the Closing Date Transfers, the Insurer will on the Scheduled GAC Issuance Date issue the Contract using the Modified Contract Form. If the Insurer is unable to obtain approval of the Modified Contract Form from the Virginia Bureau of Insurance prior to the date that is ten (10) Business Days before the Scheduled GAC Issuance Date, then, subject to the Insurer’s receipt of the Closing Date Transfers on the Closing Date, the Insurer will issue the Contract using the Pre-Approved Contract Form (with the annuity exhibits reflecting the data in the Base File and any changes mutually agreed to between the parties as of the date of issuance), subject to and in accordance with paragraphs 1 and 2; provided that, if following the issuance of the Pre-Approved Contract Form in accordance with this sentence, the Insurer and the Company agree on the final terms of the Contract and approval thereof is obtained from Virginia Bureau of Insurance, then, subject to and in accordance with paragraphs 1 and 2, the Insurer will, within ten (10) Business Days of such approval, amend and restate the Contract so that its terms are replaced by the Modified Contract Form and include the same annuity exhibits as included in the Contract as initially issued. The Insurer and the Company will on the True-up Date amend the Contract as then issued to incorporate the data and premium adjustments described in paragraph 3.h and Schedule X to reflect any agreed upon changes in the final annuity exhibits, which will be attached to and become part of the Contract.
Sample 1

Related to Modified Contract Form

  • Contract Form Observe the Contract and confirm the form number on the Contract is on the List of Approved Contract Forms.

  • Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing:

  • Specified Contracts (a) Except as would not have a Company Material Adverse Effect or as specified in Section 3.18 of the Company Disclosure Schedule, (i) each Specified Contract is a legal, valid and binding obligation of the Company or a Subsidiary, as applicable, in full force and effect and enforceable against the Company or a Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Law relating to fraudulent transfers), reorganization, moratorium or similar Law affecting creditors' rights generally and subject to the effect of general principles of equity, (ii) to the knowledge of the Company, each Specified Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Law relating to fraudulent transfers), reorganization, moratorium or similar Law affecting creditors' rights generally and subject to the effect of general principles of equity, (iii) neither the Company nor any of its Subsidiaries is and, to the Company's knowledge, no counterparty is, in breach or violation of, or in default under, any Specified Contract, (iv) none of the Company or any of the Subsidiaries has received any written claim of default under any Specified Contract and (v) to the Company's knowledge, no event has occurred that would result in a breach or violation of, or a default under, any Specified Contract (in each case, with or without notice or lapse of time or both).

  • State Specific Contract Form Observe the state of the Seller on the Contract, if the Seller lists an address in Alaska, Arkansas, Delaware, North Carolina, Virginia, Maryland, Montana, Connecticut, Vermont, Louisiana or Mississippi, confirm the form number on the Contract is on the List of Approved Contract Forms, for the corresponding state. Representation

  • Assumption and Modification Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or (ii) the Servicer reasonably believes that to permit an assumption of the Mortgage Loan would not materially and adversely affect the interest of the Noteholders. In such event, the Servicer shall enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the mortgage documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. The Mortgage Loan, if assumed, shall conform in all respects to the requirements and representations and warranties of this Agreement. The Servicer shall notify the Indenture Trustee that any applicable assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Indenture Trustee to the related Indenture Trustee’s Mortgage File and which shall, for all purposes, be considered a part of such Indenture Trustee’s Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for promptly recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding Principal Balance of such Mortgage Loan shall not be changed, the Mortgage Interest Rate shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

  • Payment Schedule All payments under this paragraph 7 shall be made to Employee at the same interval as payments of salary were made to Employee immediately prior to termination.

  • Open-End Mortgage Assignment of Leases and Rents, Security Agreement and Fixture Filing (Amended and Restated), made as of July 29, 1997, by Borrower to McDonald's, relating to mortgaged property located in Columbus, in the County of Franklin, in the State of Ohio. 12.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Contract Schedule The information set forth in the Contract Schedule is true and correct.

  • Assignment and Modification This Agreement may be modified or assigned only by a writing signed by all of the parties.

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