Assumed Liabilities has the meaning set forth in Section 2.3.
Seller Losses has the meaning set forth in Section 10.2(a).
Buyer Losses shall have the meaning set forth in Section 11.1 hereof;
Covered Losses has the meaning set forth in Section 9.2(b).
Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Shared-Loss Assets means Shared-Loss Loans, Other Real Estate purchased by the Assuming Institution, Additional ORE, Shared-Loss Subsidiaries, and Capitalized Expenditures, but does not include Shared-Loss Securities.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Tax Losses has the meaning assigned to such term in Section 7.1(a).
Incurred losses means the sum of:
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Assumed Obligations has the meaning specified in Section 2.2.
Excluded Liabilities has the meaning set forth in Section 2.4.
Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.
Retained Liabilities has the meaning set forth in Section 2.4.
Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.
Final Shared-Loss Recovery Month means the calendar month in which the tenth anniversary of the Commencement Date occurs.
Retained Assets has the meaning set forth in Section 2.2.
Net Realized Losses For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.
Allocated Realized Loss Amount With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date.
Seller Taxes has the meaning set forth in Section 11.1(f).
REMIC I Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.
Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.
Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Assumed Leases has the meaning set forth in Section 2.6(b).