Procedure and Notice Clause Samples

The "Procedure and Notice" clause outlines the formal steps and requirements for providing notifications between parties under an agreement. It typically specifies how notices must be delivered—such as by email, mail, or courier—and may set out timelines for when a notice is considered effective. This clause ensures that all parties are informed in a clear and consistent manner, reducing the risk of misunderstandings or disputes about whether proper notice was given.
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, each Rating Agency and the Cap Provider and the Swap Provider. (b) It shall not be necessary for the consent of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (c) Notwithstanding any contrary provision of this Agreement, neither the Trustee nor the Securities Administrator shall consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, which opinion shall not be an expense of the Trustee, the Securities Administrator or the Trust Fund, to the effect that such amendment (i) is permitted by this Agreement and all conditions required to be satisfied for the amendment to be effective have been satisfied and (ii) shall not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on "contributions after the Startup Date" under Section 860G(d)(l) of the Code, or (b) any REMIC created hereunder to fail to qualify as a REMIC under the Code at any time that any Certificate is Outstanding. (d) Nothing in this Agreement shall require the Trustee to enter into an amendment without receiving an Opinion of Counsel, which Opinion shall not be an expense of the Trustee or the Trust Fund, satisfactory to the Trustee that such amendment is permitted by this Agreement and that all requirements for amending this Agreement have been complied with. The Trustee may, but shall not be obligated to, enter into any amendment which negatively affects the Trustee's own rights, duties or immunities under this Agreement.
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Procedure and Notice. 206 ARTICLE XIV MISCELLANEOUS PROVISIONS 207
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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. (b) It shall not be necessary for the consent of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, which opinion shall not be an expense of the Trustee or the Trust Fund, to the effect that such amendment shall not cause the imposition of any tax on any Trust REMIC or the Certificateholders or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are Outstanding. (d) Nothing in this Agreement shall require the Trustee to enter into an amendment without receiving an Opinion of Counsel, which Opinion shall not be an expense of the Trustee or the Trust Fund, satisfactory to the Trustee that such amendment is permitted by this Agreement and that all requirements for amending this Agreement have been complied with.
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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
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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"), ▇▇▇▇▇ 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. 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. 2. The IAR and CPR agree that it will never recommend or take any action that is not in the best interests of the customer. The IAR shall not make any untrue statements or misrepresentations, or omit material facts concerning any security. The IAR agrees to know what is suitable for the customer. The IAR will be liable for any financial losses or damages to CPR or its affiliates, any third party or any third party money manager, arising out of any transaction by a customer which, for whatever reason, fails to settle.
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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. (b) It shall not be necessary for the consent of the Noteholders under this Section 12.3 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by the Noteholders shall be subject to such reasonable regulations as the Indenture Trustee may prescribe..
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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 of this Agreement by a party hereto pursuant to Section 9.1, written notice thereof shall forthwith be given by the terminating party to the other parties hereto, and this Agreement shall thereupon terminate and become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties hereto, except that the provisions of Sections 6.1(b), 6.6 and 10.5 shall survive the termination of this Agreement; PROVIDED, HOWEVER, that such termination shall not relieve any party hereto of any liability for any breach of this Agreement (other than nonwillful breaches of representations, warranties and covenants, as to which no party shall be liable hereunder).

  • GRIEVANCE PROCEDURE AND ARBITRATION 8.01 Any employee or the Union has the right to lodge a grievance with respect to any matter arising out of the interpretation, application or alleged violation of this Agreement. 8.02 At the time formal discipline is imposed or at any stage of the grievance procedure, including the complaint stage, a nurse is entitled to be represented by her/his union representative. In the case of suspension or discharge, the Employer shall notify the nurse of this right in advance. The Employer also agrees, as a good labour relations practice, it will also notify the Bargaining Unit. 8.03 It is the intent of the parties that complaints of employees shall be adjusted as quickly as possible, and it is understood that the Union has no grievance concerning an individual nurse until the Director of Care or her/his designate has been given an opportunity of adjusting the complaint. Such complaint shall be discussed with the Director of Care within fifteen (15) working days after the circumstances giving rise to it have occurred. This discussion may include consultation, advice and assistance from others. If there is no settlement within nine (9) working days, it shall then be taken up as a grievance within nine (9) working days in the following manner and sequence: The Union may present the grievance to the Administrator, or her/his designate, who shall render her/his decision within five (5) working days after the presentation of the grievance to her/him. The parties may, if they so desire, meet to discuss the grievance at a time and place suitable to both parties. If the decision is unsatisfactory, then the grievance may be presented in the following manner: Within ten (10) working days after the decision is given at Step No. 1, the aggrieved employee, and/or the Grievance Committee shall meet with a committee appointed by the Board of Directors of the Manor to consider the grievance. At this stage the employee and/or the Grievance Committee may be accompanied by a representative of the Union. The decision of the committee of the Board of Directors will be rendered in writing to the Labour Relations Officer and the bargaining unit representative within ten (10) working days following such a meeting.

  • 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: (a) all such Proprietary Information communicated or discovered, whether before, on or after the Effective Date, in connection with this Agreement shall be held in confidence to the same extent as such Receiving Party holds its own confidential information; provided, that such Receiving Party shall not use less than a reasonable standard of care in maintaining the confidentiality of such information; (b) it will not, and it will not permit any of its employees, contractors, consultants, agents or affiliates to disclose such Proprietary Information to any other third person; (c) it will disclose Proprietary Information only to those of its employees, contractors, consultants, agents and affiliates who have a need for it in connection with the use or provision of services required to fulfill this Agreement; (d) it will, and will cause each of its employees, contractors, consultants, agents and affiliates to use such Proprietary Information only to effectuate the terms and conditions of this Agreement and for no other purpose; (e) it will cause each of its affiliates to execute individual confidentiality agreements containing the same restrictions as this Article XX; and (f) it will, and will cause each of its employees, contractors, consultants, agents and affiliates, to use such Proprietary Information to create only that Derivative Information necessary for such Receiving Party's compliance with Applicable Law or its performance under the terms of this Agreement. 20.2.2 Any Receiving Party so disclosing Proprietary Information to its employees, contractors, consultants, agents or affiliates shall be responsible for any breach of this Agreement by any of its employees, contractors, consultants, agents or affiliates and such Receiving Party agrees to use its reasonable efforts to restrain its employees, contractors, consultants, agents or affiliates from any prohibited or unauthorized disclosure or use of the Proprietary Information and to assist the Disclosing Party in its efforts to protect such information from disclosure. Each Receiving Party making such disclosure shall notify the Disclosing Party as soon as possible if it has knowledge of a breach of this Agreement in any material respect. 20.2.3 Proprietary Information shall not be reproduced by any Receiving Party in any form except to the extent (i) necessary to comply with the provisions of Section 20.3 and (ii) reasonably necessary to perform its obligations under this Agreement. All such reproductions shall bear the same copyright and proprietary rights notices as are contained in or on the original.