SALE OF CERTAIN SHARED-LOSS ASSETS Sample Clauses

SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21 ARTICLE 6. MISCELLANEOUS 22 6.1 Expenses 22 6.2 Successors and Assigns 22 6.3 Waiver of Jury Trial 23 6.4 No Third Party Beneficiary 23 6.5 Consent; Determination of Discretion 23 6.6 Rights Cumulative 23 6.7 References 23 6.8 Notice 24 ARTICLE 7. DISPUTE RESOLUTION 24 7.1 Methods of Resolution 24 7.2 Informal Resolution 24 7.3 Resolution by Non-Binding Dispute Resolution Proceeding 25 7.4 Confidentiality of Compromise Negotiations 25 7.5 Payment Resulting from Compromise Negotiations 25 7.6 Formal Resolution 25 7.7 Limitation on FDIC Party 26 7.8 Effectiveness of Agreement Pending Dispute 26 7.9 Governing Rules and Law 26 7.10 Review Board Proceedings 26 7.11 Impartiality 28 7.12 Schedule 28 7.13 Written Award 28 7.14 Interest Rate on Award 29 7.15 Payments 29 7.16 Fees, Costs and Expenses 29 7.17 Binding and Conclusive Nature 29 7.18 No Precedent 29 7.19 Confidentiality; Proceedings, Information and Documents 29 7.20 Confidentiality of Arbitration Award 30 7.21 Extension of Time Periods 30 7.22 Venue 30 ARTICLE 8. DEFINITIONS 30 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-i Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 EXHIBITS Page True-Up Exhibit 2.5 38 Exclusion from Reimbursable Expenses Exhibit 2.7 39 Interest Income as a Recovery Exhibit 2.9 40 Form of Quarterly Certificates Exhibit 5.2 41 SCHEDULES Page Loans Subject to Loss-Sharing under the Commercial Shared-Loss Agreement Schedule 4.15B 46 Shared-Loss Subsidiaries Schedule 4.15D 47 Module 1 – Whole Bank w/ Optional Shared Loss Agreements C-ii Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011 EXHIBIT 4.15B
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SALE OF CERTAIN SHARED-LOSS ASSETS. 15 4.1 Sales of Shared-Loss Loans 15
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SALE OF CERTAIN SHARED-LOSS ASSETS. 17 4.1 Sales of Shared-Loss Assets 17 4.2 Calculation of Gain or Loss on Sale 17 4.3 Sale of ORE, Additional ORE or Subsidiary ORE 18 ARTICLE 5. CERTIFICATES, REPORTS AND RECORDS 18 5.1 Reporting Obligations of the Assuming Institution 18 5.2 Quarterly Certificates 18 5.3 Notification of Certain Transactions 19 5.4 Notification of Related Loans 20 5.5 Auditor’s Report; Right to Audit 20 5.6 Accounting Principles 21 5.7 Records and Reports 21
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SALE OF CERTAIN SHARED-LOSS ASSETS 
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Related to SALE OF CERTAIN SHARED-LOSS ASSETS

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Allocation of Certain Taxes (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Allocation of Certain Interest Shortfalls For purposes of calculating the amount of Accrued Certificate Interest and the amount of the Interest Distribution Amounts for the Class A Certificates and the Class CE Certificates for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate, (2) the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate and, thereafter, among the Class A Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (3) the aggregate amount of any Realized Losses incurred for any Distribution Date shall be allocated among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate. For purposes of calculating the amount of Uncertificated Interest for the REMIC I Regular Interests for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, __% and __%, respectively and (2) the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, ___% and __%, respectively, and thereafter among REMIC I Regular Interest I-LT1, REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5, REMIC I Regular Interest I-LT6, REMIC I Regular Interest I-LT7, REMIC I Regular Interest I-LT8 and REMIC I Regular Interest I-LT9 PRO RATA based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest. All Prepayment Interest Shortfalls and Relief Act Interest Shortfalls on the REMIC II Regular Interests shall be allocated by the Trust Administrator on each Distribution Date among the REMIC II Regular Interests in the proportion that Prepayment Interest Shortfalls and Relief Act Interest Shortfalls are allocated to the related Uncertificated Corresponding Component.

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Payment of Certain Taxes (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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