Procedure and Notice Sample Clauses

Procedure and Notice. (a) Promptly after the execution of any amendment to this Agreement requiring the consent of Certificateholders, the Trustee shall furnish written notification of the substance or a copy of such amendment to each Certificateholder and each Rating Agency.
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Procedure and Notice. 189 ARTICLE XIV MISCELLANEOUS PROVISIONS 189
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Procedure and Notice. 1. The IAR agrees to use the IAR’s best efforts on behalf of CPR in the solicitation of the purchase and sale of securities or other approved products, and will take no action to injure CPR or its reputation.
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Procedure and Notice. 106 TABLE OF CONTENTS Page ---- ARTICLE XIII MISCELLANEOUS PROVISIONS.................................... 106 SECTION 13.1 Binding Nature of Agreement........................... 106 SECTION 13.2 Entire Agreement...................................... 106 SECTION 13.3 Acts of the Noteholders............................... 107 SECTION 13.4 Recordation of Agreement.............................. 107 SECTION 13.5 Governing Law......................................... 107 SECTION 13.6 Notices............................................... 107 SECTION 13.7 Notice to Rating Agencies............................. 109 SECTION 13.8 Severability of Provisions............................ 110 SECTION 13.9 Indulgences; No Waivers............................... 110 SECTION 13.10 Headings Not To Affect Interpretation................. 110 SECTION 13.11 Benefits of Agreement................................. 110 SECTION 13.12 Counterparts.......................................... 110 SECTION 13.13 Execution by the Issuing Entity; Closing Certifications........................................ 111 ATTACHMENTS Exhibit A Information Fields for Mortgage Loan Schedule Exhibit B Contents of Each Mortgage File Exhibit C Form of Request for Release Exhibit D Form of Realized Losses and Gains Exhibit E Standard Layout For Monthly Defaulted Loan Report Exhibit F Credit Reporting Procedure Exhibit 1122 Servicing Criteria Exhibit SOX Sarbanes Oxley Certificate Schedule A Mortgage Loan Schedule Schedule B Representations and Warranties in respect of the Mortgage Loans Schedule C LIBOR Formula This TRANSFER AND SERVICING AGREEMENT, dated as of __________ _, _____, is by and among LUMINENT MORTGAGE TRUST 200_-_, a Delaware statutory trust, as the issuing entity (the "ISSUING ENTITY"), XXXXX ASSET SECURITIZATION, INC., a Delaware corporation, as depositor (the "DEPOSITOR"), MERCURY MORTGAGE FINANCE STATUTORY TRUST, a Maryland business trust, as seller (the "SELLER"), [ - ], a national banking association, as servicer (the "SERVICER"), [ - ], a national banking association, as securities administrator (the "SECURITIES ADMINISTRATOR") and master servicer (the "MASTER SERVICER"), [ - ], and [ - ], a national banking association, as indenture trustee (the "INDENTURE TRUSTEE").
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Procedure and Notice. (a) Promptly after the execution of any such amendment, the Indenture Trustee shall furnish written notification of the substance of such amendment to each Noteholder, the Depositor and to each Rating Agency.
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Procedure and Notice. If Sellers receive notice with respect to any matter that may give rise to a claim for indemnification under this Agreement, then Sellers shall notify Purchaser promptly in writing; provided, however, that no delay on the part of Sellers in notifying Purchaser shall relieve Purchaser from any liability or obligation hereunder unless (and then solely to the extent that) Purchaser thereby is damaged. In the event Purchaser notifies Sellers, within 15 business days after Sellers have given notice of the matter, that Purchaser is assuming the defense thereof: (i) Purchaser will defend Sellers against the matter with counsel of Purchaser's choice reasonably satisfactory to Sellers; (ii) Sellers will cooperate fully with Purchaser and counsel in defending any claims made by an Obligee of an affiliate as well as in prosecuting claims against Obligees; (iii) Sellers may retain separate co-counsel at its sole cost and expense (except that Purchaser will be responsible for the fees and expenses of the separate co-counsel to the extent Sellers reasonably conclude that Purchaser's counsel has a conflict of interest); (iv) Sellers will not consent to the entry of any judgment or enter into any settlement with respect to the matter that does not include full release; and (v) Purchaser will not consent to the entry of any judgment with respect to the matter, or enter into any settlement that does not include a provision whereby the Obligee releases Sellers from all liability with respect thereof, without the written consent of Sellers not to be unreasonably withheld, conditioned or delayed. If Purchaser assumes the defense of any such matter, such action shall be deemed to be an admission by Purchaser of its indemnification obligations hereunder and Sellers shall use all reasonable efforts to cooperate fully in the defense of any claim, action, or proceeding covered by this Agreement. In the event Purchaser does not notify Sellers, within 15 business days after Sellers have given notice of the matter, that Purchaser is assuming the defense thereof, Sellers may defend against, or enter into any settlement with respect to, the matter in any manner it may reasonably deem appropriate; provided, however, that prior to (i) settling any matter without a complete release of Purchaser or (ii) making any admission of liability, Sellers shall provide at least 7 days prior written notice of such proposed settlement or admission. Notwithstanding the foregoing, Purchaser may, at any t...
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Related to Procedure and Notice

  • Claims Procedure and Arbitration In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim the specific reasons for such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period. If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based. If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an arbitrator for final arbitration. The arbitrator shall be selected by mutual agreement of the Bank and the claimants. The arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such arbitrator with respect to any controversy properly submitted to it for determination. Where a dispute arises as to the Bank's discharge of the Executive "for cause," such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

  • Procedure and Effect of Termination In the event of termination and abandonment of the transactions contemplated hereby pursuant to Section 9.1, written notice thereof shall forthwith be given to the other parties to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto. If this Agreement is terminated as provided herein:

  • Procedure for Notification To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

  • Disclosure and Use 20.2.1 Each Receiving Party agrees that, from and after the Effective Date:

  • Procedure for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

  • Disclosure and Use Restriction Except as expressly provided herein, the Parties agree that, for the Term and for five (5) years thereafter, each Party will keep completely confidential and will not publish, submit for publication or otherwise disclose, and will not use for any purpose except for the purposes contemplated by this Agreement, any Confidential Information received from the other Party.

  • Disclosure and Use Restrictions The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) to not use Confidential Information except for the benefit of the Company; (iii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board.

  • Procedure for transfer (a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

  • Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.

  • Non-Disclosure and Non-Use The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this Agreement. The restrictions set forth in this Section 6(b) shall not apply to information that is or becomes generally available to the public or known within the Company’s trade or industry (other than as a result of its wrongful disclosure by the Executive), or information received on a non-confidential basis from sources other than the Company who are not in violation of a confidentiality agreement with the Company. The Executive further represents and agrees that, during the Term and at all times thereafter, the Executive is obligated to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding trading shares and/or exercising options related to the Company’s stock. The Executive acknowledges that the Company has not provided opinions or legal advice regarding the Executive’s obligations in this respect and that it is the Executive’s responsibility to seek independent legal advice with respect to any stock or option transaction.

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