TERMINATION 100. Section 8.1 Termination 100 Section 8.2 Notice of Termination; Effect of Termination. 102 Section 8.3 Expenses and Other Payments 102 Section 9.1 Schedule Definitions 104 Section 9.2 Survival 105 Section 9.3 Notices 105 Section 9.4 Rules of Construction 106 Section 9.5 Counterparts 108 Section 9.6 Entire Agreement; No Third Party Beneficiaries 108 Section 9.7 Governing Law; Venue; Waiver of Jury Trial 108 Section 9.8 Severability 109 Section 9.9 Assignment 110 Section 9.10 Specific Performance 110 Section 9.11 Amendment 110 Section 9.12 Extension; Waiver 111 Section 9.13 Non-Recourse 111 Section 9.14 Debt Financing Sources 111 Exhibit A: Form of Company Support Agreement Exhibit B: Form of Parent Support Agreement Exhibit C: Form of Registration Rights Agreement Exhibit D: Form of Seventh Amended and Restated Pacers OpCo LLC Agreement Schedule I: Company Supporting Stockholders Schedule II: Parent Supporting Stockholders This AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2023 (this “Agreement”), is entered into by and among Permian Resources Corporation, a Delaware corporation (“Parent”), Xxxxx Merger Sub I Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Xxxxx Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II”), Permian Resources Operating, LLC, a Delaware limited liability company (“Pacers OpCo” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), Earthstone Energy, Inc., a Delaware corporation (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Heat OpCo” and, together with the Company, the “Company Parties”).
TERMINATION 100. SECTION 9.1 Termination upon Liquidation or Purchase of all Mortgage Loans. 100 SECTION 9.2 Final Distribution on the Certificates. 100 SECTION 9.3 Additional Termination Requirements. 102 ARTICLE X EXCHANGE ACT REPORTING 102 SECTION 10.1 Filing Obligations. 102 SECTION 10.2 Form 10-D Filings. 103 SECTION 10.3 Form 8-K Filings. 104 SECTION 10.4 Form 10-K Filings. 104 SECTION 10.5 Xxxxxxxx-Xxxxx Certification. 105 SECTION 10.6 Form 15 Filing. 105 SECTION 10.7 Report on Assessment of Compliance and Attestation. 105 SECTION 10.8 Use of Subservicers and Subcontractors. 107 SECTION 10.9 Amendments. 108 ARTICLE XI MISCELLANEOUS PROVISIONS 108 SECTION 11.1 Amendment. 108 SECTION 11.2 Recordation of Agreement; Counterparts. 109 SECTION 11.3 Governing Law. 110 SECTION 11.4 Intention of Parties. 110 SECTION 11.5 Notices. 111 SECTION 11.6 Severability of Provisions. 112 SECTION 11.7 Assignment. 112 SECTION 11.8 Limitation on Rights of Certificateholders. 112 SECTION 11.9 Inspection and Audit Rights. 113 SECTION 11.10 Certificates Nonassessable and Fully Paid. 113 SECTION 11.11 Limitations on Actions; No Proceedings. 113 SECTION 11.12 Acknowledgment of Seller. 114 Schedule I: Mortgage Loan Schedule S-I-1 Schedule II: Representations and Warranties of the Master Servicer S-II-1 Schedule III: Form of Monthly Master Servicer Report S-III-1 Exhibit A: Form of Senior Certificate A-1 Exhibit B: Form of Subordinated / Regulation S Certificate B-1 Exhibit C: Form of Residual Certificate C-1 Exhibit D: Form of Reverse of Certificates D-1 Exhibit E: Form of Initial Certification E-1 Exhibit F: Form of Delay Delivery Certification F-1 Exhibit G: Form of Subsequent Certification of Custodian G-1 Exhibit I-1: Form of Transferor Certificate I-1 Exhibit J: Form of Investment Letter [Non-Rule 144A] J-1 Exhibit K: Form of Rule 144A Letter K-1 Exhibit L: Request for Release (for Trustee) L-1 Exhibit M: Request for Release (Mortgage Loan) M-1 Exhibit N-1: Form of Annual Certification (Subservicer) N-1-1 Exhibit N-2: Form of Annual Certification (Trustee) N-2-1 Exhibit O: Form of Servicing Criteria to be Addressed in Assessment of Compliance O-1 Exhibit P: List of Item 1119 Parties P-1 THIS POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006, among FIRST HORIZON ASSET SECURITIES INC., a Delaware corporation, as depositor (the “Depositor”), FIRST HORIZON HOME LOAN CORPORATION, a Kansas corporation, as master servicer (the “Master Servicer”), and THE BANK OF NEW YORK, a banking c...
TERMINATION 100. 14.1 Preservation of Rights 100 14.2 Subcontractor Default 100 14.3 Contents of Notice of Default 100 14.4 Termination for Insolvency or Breach 100 14.5 Contractor’s Entitlements after Termination by Contractor 100 14.6 Subcontractor’s Entitlements after Termination by Subcontractor 101 14.7 Termination for Convenience 101 14.8 Subcontractor’s Entitlements after Termination for Convenience by Contractor 101 14.9 Termination of Managing Contractor Contract 102 14.10 Consequences Following Managing Contractor Contract Termination 102 15.1 Notice of Dispute 104 15.2 Expert Determination 104 15.3 The Expert 104 15.4 Not Arbitration 104 15.5 Procedure for Determination 105 15.6 Disclosure of Interest 105 15.7 Costs 105 15.8 Conclusion of Expert Determination 105 15.9 Expert Determination Agreement 105 15.10 Determination of Expert 105 15.11 Executive Negotiation 106 15.12 Arbitration Agreement 106 15.13 Arbitration 106 15.14 Proportionate Liability 107 15.15 MCC Dispute Procedures 107 15.16 Managing Contractor Contract Disputes 108
TERMINATION 100. Section 9.01 Termination 100 Section 9.02 Effect of Termination 102 Section 9.03 Termination Payments 103 Section 10.01 Notices 105 Section 10.02 Survival 107 Section 10.03 Amendments and Waivers 107 Section 10.04 Expenses 107 Section 10.05 Disclosure Schedule References and SEC Document References 107 Section 10.06 Binding Effect; Benefit; Assignment 108 Section 10.07 Governing Law 108 Section 10.08 Jurisdiction/Venue 108 Section 10.09 WAIVER OF JURY TRIAL 109 Section 10.10 Counterparts; Effectiveness 109 Section 10.11 Entire Agreement 109 Section 10.12 Severability 110 Section 10.13 Specific Performance 110 This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 4, 2021, is entered into by and among Amryt Pharma plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Acorn Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Chiasma, Inc., a Delaware corporation (the “Company”, and together with Parent and Merger Sub, the “Parties” and each a “Party”). All terms used but not defined in this Preamble and the Recitals have such meanings as ascribed in Section 1.01(a) or Section 1.01(b).
TERMINATION 100. 11.1 Termination 100
TERMINATION 100. Section 10.01.......
TERMINATION 100. ARTICLE XI... MISCELLANEOUS PROVISIONS 101
TERMINATION 100. Section 9.01 Termination upon Liquidation or Purchase of the Mortgage Loans.......................100 Section 9.02 Final Distribution on the Certificates...............................................100 Section 9.03
TERMINATION 100. Section 7.1 Termination. 100 Section 7.2 Effect of Termination. 103 ARTICLE VIII. MISCELLANEOUS 104 Section 8.1 Expenses and Other Fees. 104 Section 8.2 Non-Survival. 105 Section 8.3 Amendment, Extension and Waiver. 105 Section 8.4 Entire Agreement. 106 Section 8.5 Binding Agreement. 106 Section 8.6 Notices. 106 Section 8.7 Disclosure Schedules. 107 Section 8.8 Tax Disclosure. 107 Section 8.9 No Assignment. 107 Section 8.10 Captions; Interpretation. 108 Section 8.11 Counterparts; Electronic Signatures. 108 Section 8.12 Severability. 108
TERMINATION 100. 9.1 Termination upon repurchase by cmsi or liquidation of all mortgage loans 100 10 General provisions 102
10.1 Amendments 102
10.2 Recordation of Agreement 103
10.3 Limitation on rights of certificate holders 104
10.4 Governing law 104
10.5 Maintenance of remics 104
10.6 Notices 104 10.7 Severability of provisions 105 10.8 Assignment 105 10.9 Certificates nonassessable and fully paid 105 11 Depositories 105
11.1 Depositories 105 accrual class, 18 accrual directed class, 18 accrual termination day, 35 advance account, 28 advance account advances, 28 advance account available advance amount, 28 advance account depository, 28 advance account depository agreement, 28 advance account funding date, 28 advance account trigger date, 28 affiliate, 35 affiliated mortgage loans, 59 affiliated Paying Agent advances, 65 affiliated servicing fee rate, 35 Agent, 89 aggregate outstanding advances, 35 allocated loss, 20 alternative certificate account, 107 alternative custodial accounts for P&I, 107 alternative escrow account, 107 alternative servicing account, 107 applicable constituent REMIC, 28 appraisal, 35 assumed principal balance, 32 Authenticating Agent, 9, 101 Authorized Officer, 35 Bankruptcy Code, 35 bankruptcy coverage termination date, 35 bankruptcy loss, 35 bankruptcy loss limit, 35 beneficial owner, 36 book-entry certificates, 12 business day, 36 buydown account, 36 buydown funds, 36 buydown mortgage loan, 36 buydown subsidy agreement, 36 certificate account, 61 certificate holder, 36 certificate insurance policy, 27 certificate rate, 10 Certificate Register, 88 Certificate Registrar, 10 certificates, 9 Citibank banking affiliate, 36 CitiMortgage, 9 class, 36 class A-PO, 9 class A-PO certificates, 9 class B holder, 59 class B-x, 9 class B-x certificates, 9 class IA-IO, 9 class IA-IO certificates, 9 class IA-x, 9 class IA-x certificates, 9 class IIA-1, 9 class IIA-1 certificates, 9 class IIA-IO, 9 class IIA-IO certificates, 9 class L regular interest, 28 class LR certificates, 9 class P regular interests, 28 class percentage, 36 class PR certificates, 9 class R certificates, 9 classes A-x through A-y, 37 classes B-x through B-y, 37 Clearing Agency, 37 Clearing Agency Participant, 37 closing date, 10 CMSI, 9 collected servicing fee, 37 component classes, 22 composite class, 22 constituent REMIC, 28 corporate trust office, 33 cumulative loss test, 15 current interest allocation, 14 custodial accounts for P&I, 63 custodial investment account, 81 cut-off date, 9...
