Section 85 Rollover Sample Clauses

Section 85 Rollover. The Vendor and the Purchaser hereby agree that, if on the advice of its auditors, it is advantageous to the Purchaser to do so, the transfer of the Assets as contemplated hereby will be made pursuant to Section 85 of the Tax Act and the Purchaser agrees to file a joint election with the Vendor under Subsection 85(1) of the Tax Act, in the prescribed form and within the time referred to in Subsection 85(6) of the Tax Act, with an
Sample 1
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Section 85 Rollover. The Vendor and the Purchaser hereby agree that, if on the advice of its auditors, it is advantageous to the Purchaser to do so, the transfer of the Assets as contemplated hereby will be made pursuant to Section 85 of the Tax Act and the Purchaser agrees to file a joint election with the Vendor under Subsection 85(1) of the Tax Act, in the prescribed form and within the time referred to in Subsection 85(6) of the Tax Act, with an agreed amount for the purposes of such election equal to such amount as may be determined by the Purchaser's auditors.
Sample 1

Related to Section 85 Rollover

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  • Termination and Substitution of Servicing Agreements Upon the occurrence of any event for which a Servicer may be terminated pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver to the Seller and the Trustee an Officer's Certificate certifying that an event has occurred which may justify termination of such Servicing Agreement, describing the circumstances surrounding such event and recommending what action should be taken by the Trustee with respect to such Servicer. If the Master Servicer recommends that such Servicing Agreement be terminated, the Master Servicer's certification must state that the breach is material and not merely technical in nature. Upon written direction of the Master Servicer, based upon such certification, the Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the foregoing, in the event that (i) WFHM fails to make any advance, as a consequence of which the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee provides WFHM written notice of the failure to make such advance and such failure shall continue unremedied for a period of 15 days after receipt of such notice, the Trustee shall terminate the WFHM Servicing Agreement without the recommendation of the Master Servicer. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of such Servicing Agreement at the direction of the Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by such Servicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

  • Section 512 Control By Holders................................. 37 Section 513. Waiver of Past Defaults............................ 37

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