REMIC Designations and Related Matters Sample Clauses

REMIC Designations and Related Matters. Section 2.04. Representations and Warranties of the Depositor.................
Sample 1
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REMIC Designations and Related Matters. (a) The Depositor hereby designates the Class E-1 and Class E-2 Certificates as the "regular interests" and the Class R Certificate as the "residual interest" in the Trust REMIC within the meaning of Sections 860G(a)(1) and 860G(a)(2) of the Code, respectively. (b) The Closing Date is hereby designated as the "startup day" of the Trust REMIC (the "Startup Day") within the meaning of Section 860G(a)(9) of the Code. (c) If a "tax matters person" is required to be designated with respect to the Trust REMIC, the holder of the Class R Certificate, by acceptance of such Certificate, shall be deemed to agree to act as "tax matters person" and to perform the functions of "tax matters partner" for purposes of Subchapter C of Chapter 63 of Subtitle F of the Code, and shall be deemed to irrevocably designate the Trustee as its agent in performing the functions of "tax matters person" and "tax matters partner." Such agency shall terminate upon the termination of the Trust established by this Trust Agreement. The usual and customary expenses of the Trustee acting as such agent shall be borne by the Trustee. The Trustee shall be entitled to be reimbursed from the Certificate Account for extraordinary expenses. (d) The "latest possible maturity date" of the regular interests in the Trust REMIC is the Distribution Date occurring on June 25, 2026 for purposes of Code Section 860G(a)(1). (e) All provisions of this Agreement shall be construed so as to effectuate the intent of the parties hereto that the Trust be treated as a REMIC at all times and neither the Trust nor any party hereto shall enter into or directly or indirectly cause a Prohibited Transaction to occur so long as any of the Certificates are outstanding or cause the Trust to fail to qualify as a REMIC during any taxable year. (f) The Depositor agrees that on or prior to the tenth day after the Closing Date, the Depositor shall provide the Trustee with a written notification relating to each Class of Certificates setting forth such information as to matters of fact as the Trustee may reasonably request to enable it to comply with its reporting requirements with respect to each Class of such Certificates to the extent such information can be in the good faith judgment of the Depositor be determined by it.
Sample 1
REMIC Designations and Related Matters. (a) REMIC 1. (i) The Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Certificates and such amounts as shall be deemed held in the REMIC Certificate Sub-Account as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1.” The Class R1 Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 will issue three regular interests for purposes of the REMIC Provisions, designated as the Class A1 Interest, Class A2 Interest and Class A3 Interest, each with an initial Uncertificated Balance equal to the Maximum Original Class Balance of the Corresponding Certificates and with a pass-through rate equal to the Pass-Through Rate of the Corresponding Certificates. (ii) On each Distribution Date, the Trustee will be deemed to distribute the interest portion of the REMIC Distribution Amount to pay Uncertificated Accrued Interest on the Class A1 Interest, Class A2 Interest and Class A3 Interest, plus any such amounts remaining unpaid from prior Distribution Dates, which amount shall equal the Interest Accrual Amount of the Corresponding Certificates in each case to the extent actually distributed thereon. On each Distribution Date, the Trustee will be deemed to distribute the principal portion of the REMIC Distribution Amount to reduce the Uncertificated Balance of the Class A1 Interest, Class A2 Interest and Class A3 Interest until the Uncertificated Balances equal the Class Balances of the Corresponding Certificates and will increase the Uncertificated Balance of the Class A2 Interest to the extent of any Class A-2 Accrual Distribution Amount and the Class A3 Interest to the extent of any Class A-3 Accrual Distribution Amount. Realized Loss Shortfalls will be allocated to the Class A1 Interest, Class A2 Interest and Class A3 Interest in reduction of their respective Uncertificated Balances at the same time and in the same manner as such Realized Loss Shortfalls are allocated to the Corresponding Certificates. Increases in the Class Balances of the Corresponding Certificates pursuant to Section 3.03(a) and 3.03(b) will be allocated to the Class A1 Interest, Class A2 Interest and Class A3 Interest at the same time and in the same manner as such increases are allocated to the Corresponding Certificates. Any remaining REMIC Distribution Amount will be distributed to the Class A-R Certificate (in respect of the Class...
Sample 1
REMIC Designations and Related Matters. 18 Section 2.06. Representations, Warranties and Covenants of the Depositor...19
Sample 1
REMIC Designations and Related Matters. (a) The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates are hereby designated as "regular interests," and the Class A-R Certificates are hereby designated as the single class of "residual interests," in the REMIC for purposes of Sections 860G(a)(1) and 860G(a)(2) of the Code. The "latest possible maturity date" of each class of REMIC regular interests will be the Latest Possible Maturity Date. (b) The Closing Date will be the "Start-up Day" of the REMIC hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Holder of the Tax Matters Certificate is hereby designated as the "tax matters person" of the REMIC hereunder within the meaning of Section 6231(a)(7) of the Code. The Trustee is hereby appointed to act as agent of the Tax Matters Person and, in such capacity, the Trustee hereby agrees to perform all obligations of the Tax Matters Person hereunder. The Trustee shall be the agent of any designated Tax Matters Person pursuant to this Section 2.06(c), regardless of whether such Tax Matters Person is the initial Holder of the Tax Matters Certificate or any subsequent Holder of the Tax Matters Certificate.
Sample 1
REMIC Designations and Related Matters 
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Related to REMIC Designations and Related Matters

  • Definitions and Related Matters For purposes of this Agreement, the capitalized terms used herein shall have the meanings assigned to them herein or in the attached Exhibit 1 and, for purposes of this Agreement and all other documents executed in connection herewith, the rules of construction set forth in Exhibit 1 shall govern.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Capitalization and Related Matters (a) The Company has an authorized capital consisting of 230,000,000,000 shares of Common Stock and 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Common Stock and 3,000 shares of Preferred Stock are issued and outstanding as of the date hereof (after giving effect to the transactions contemplated hereby) as set forth on Schedule 3.2(a) hereto. All of the outstanding shares of the Company’s capital stock are, and immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. No such stock (i) was issued in violation of the preemptive rights of any shareholder or (ii) is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. (b) Except as set forth on Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company’s capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Liens and Related Matters A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

  • Capital Stock and Related Matters (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

  • Indemnification and Related Matters Section 8.01

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

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