Pooling Letter definition

Pooling Letter shall have the meaning set forth in Section 5.12(b) hereof.
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Pooling Letter shall have the meaning set forth in Section 2.4(b). 1.49 "Purchaser" shall mean HBO & Company of Georgia, a Delaware corporation. 1.50 "Real Property" shall have the meaning set forth in Section 3.18. 1.51 "Registration Statement" shall have the meaning set forth in Section 2.3.1. 1.52 "Rule 145 Letters" shall have the meaning set forth in Section 2.4(a). 1.53 "SEC" shall mean the Securities and Exchange Commission. 1.54 "Stock Plans" shall mean the HPR Inc. 1991 Stock Plan, the HPR Inc. 1995 Stock Plan, and the HPR Inc. 1995 Eligible Directors Stock Plan. 1.55 "Subsidiaries" shall mean the subsidiaries of the Acquired Company, which are listed on Exhibit 3.1 hereto. 1.56 "Surviving Corporation" shall have the meaning set forth in Section 2.1.1 hereof. 1.57 "Takeover Proposal" shall have the meaning set forth in Section 2.11 hereof. 1.58 "Tax Code" shall mean the Internal Revenue Code of 1986, as amended. II.
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Pooling Letter shall have the meaning set forth in Section 2.4(b). I.46 "Purchaser" shall mean HBO & Company of Georgia, a Delaware corporation. I.47 "Real Property" shall have the meaning set forth in Section 3.18. I.48 "Registration Statement" shall have the meaning set forth in Section 2.3.1. I.49 "Rule 145 Letters" shall have the meaning set forth in Section 2.4(a). I.50 "SEC" shall mean the Securities and Exchange Commission. I.51 "Specified Customer Contracts" shall mean all contracts, agreements, commitments and other instruments (whether oral or written) in effect with any customer of the Acquired Company or any Subsidiary that involve (i) software or other products not fully installed and with remaining payments thereunder in excess of $100,000 as of the date hereof, or (ii) maintenance, support or other services, which require payments or provide for receipts in excess of $4,000 per month.
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Examples of Pooling Letter in a sentence

  • Each of the Company and Parent shall have received the Xxxxxx Xxxxxxxx Pooling Letter and the Ernst & Young Pooling Letter, respectively.

  • The Company shall have received (i) the Pooling Letter from the Company's Accountant contemplated by Section 5.12 hereto, and (ii) an opinion from the Gold Banc's Accountants that the transactions contemplated hereby will qualify for pooling-of-interest accounting treatment and that all conditions applicable thereto (including limitation of any cash consideration paid by Gold Banc hereunder and absence of any capital transactions involving any parties hereto) have been met.

  • Acquirer shall have received a letter from Price --------------- Waterhouse LLP, dated as of the Closing Date, confirming the statements contained in the Acquirer Preliminary Pooling Letter, and Target shall have received a letter from Xxxxxx Xxxxxxxx LLP, dated as of the Closing Date, confirming the statements contained in the Target Preliminary Pooling Letter.

  • The Company shall use its best efforts to deliver or cause to be delivered to FAFCO, concurrently with the execution of this Agreement (and in each case prior to the filing of the Registration Statement) from each of the Affiliates of the Company, an executed Rule 145 Letter and a Pooling Letter.

  • The accountants for Empower and Intelligroup shall have delivered the Pooling Letter by Intelligroup and Empower.

  • At or prior to the Closing, Shareholders shall have executed and delivered the pooling letter in the form as set forth on Exhibit B hereto (the "Pooling Letter").

  • The representations, warranties and covenants of the Shareholders set forth in the draft letter (the "Shareholder Pooling Letter") of even date herewith from the Shareholders to Ernst & Young LLP ("E&Y") and to McCaxx xxx Landxxxx, X.A., (the "Parrxxx Xxxountants") are true and correct in all respects and will be true and correct in all respects as of the Closing Date (except as such matters may be subject to the control of SEI or its affiliates).

  • At or prior to the Closing, Shareholders shall execute and deliver a letter agreement in favor of Action, in form and content as set forth on Exhibit B attached hereto (the "Pooling Letter"), pursuant to which Shareholders shall agree to hold the Action Common Stock received by Shareholders for such period of time as is necessary to allow the Merger to be accounted for as a pooling-of-interests under GAAP and the rules and regulations of the SEC.

  • Sovereign shall have received an opinion of Xxxxxxx & Xxx, its counsel, substantially to the effect set forth on Exhibit 6 attached hereto; (k) Pooling Letter.

  • Signature represents that it knows of no facts that are inconsistent with the facts and findings specified in the Pooling Letter and, to its knowledge, has not entered into any agreements or taken any action that would disqualify the Merger and the transactions related thereto for pooling-of-interest treatment under GAAP or under the rules and regulations of the SEC.


More Definitions of Pooling Letter

Pooling Letter. Parent shall have received from BDO Xxxxxxx LLP a letter, dated the Closing Date and addressed to Parent, to the effect that, subject to customary qualifications, the Merger qualifies for pooling of interests treatment for financial reporting purposes in accordance with GAAP, and Parent shall have received from the Company, with the consent of Deloitte & Touche LLP, a copy of a letter, dated the Closing Date, of Deloitte & Touche LLP addressed to the Company to the effect that, subject to customary qualifications, the Merger qualifies for pooling of interests for financial reporting purposes in accordance with GAAP.
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Pooling Letter shall have the meaning set forth in Section 9.10.
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Related to Pooling Letter

  • Pooling Agreement means the Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding, Inc., Bunge Management Services, Inc., as servicer, and the Master Trust Trustee, as amended, modified or supplemented from time to time in accordance with its terms, subject to Section 3.02(f) hereof.

  • Pooling and Servicing Agreement The pooling and servicing agreement among Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo Xxxx, N.A., as master servicer, the Trustee, and, if appxxxxxle, the Trust Administrator, relating to the issuance of the Mortgage Pass-Through Certificates.

  • Other Pooling and Servicing Agreement With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing agreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan Combination or the related Mortgage Loan.

  • and Servicing Agreement Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement.

  • Custodial Agreement An agreement that may be entered into among the Company, the Master Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold certain documents relating to the Mortgage Loans on behalf of the Trustee. Custodian: A custodian appointed pursuant to a Custodial Agreement.

  • Servicing Agreement means such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.

  • Master Servicing Agreement means the master servicing agreement entered into on 20 May 2013 between the Guarantor, the Issuer and the Master Servicer.

  • Sub-Servicing Agreement The written contract between the Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02.

  • Mortgage Loan Sale Agreement The mortgage loan sale and assignment agreement dated as of November 1, 2003, for the sale of the Mortgage Loans by the Seller to the Depositor.

  • National City Servicing Agreement Solely with respect to the National City Mortgage Loans, the Master Seller’s Warranties and Servicing Agreement, dated as of October 1, 2001, between the Transferor and National City, as the same may be amended from time to time, and any assignments and conveyances related to the National City Mortgage Loans.

  • Original Mortgage Loan The mortgage loan refinanced in connection with the origination of a Refinancing Mortgage Loan.

  • Transfer and Servicing Agreement means the Amended and Restated Transfer and Servicing Agreement dated as of May 1, 2007 among the Transferor, the Servicer, and the Indenture Trustee, as the same may be amended, modified or supplemented.

  • Group II Mortgage Loan A Mortgage Loan assigned to Loan Group II with a Stated Principal Balance at origination that may or may not conform to Xxxxxx Mae and Xxxxxxx Mac loan limits.

  • Countrywide Servicing Agreement Solely with respect to the Countrywide Mortgage Loans, the Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2001, between the Transferor, as purchaser, and Countrywide, as seller and as servicer (as successor to Countrywide Home Loans, Inc. by an assignment dated January 1, 2001, as the same may be amended or supplemented), as the same may be amended from time to time, and any assignments and conveyances related to the Countrywide Mortgage Loans.

  • Servicer Mortgage Loan File As defined in each of the Servicing Agreements.

  • Pooling means 1) the aggregation of gas from multiple physical and/or logical points to a single physical or logical point, and/or 2) the dis-aggregation of gas from a single physical or logical point to multiple physical and/or logical points.

  • Group II Mortgage Loans The Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage Loans.

  • Cash Pooling Arrangements means a deposit account arrangement among a single depository institution, the Borrower and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by the Borrower and such Foreign Subsidiaries for cash management purposes.

  • Replacement Mortgage Loan A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan is a fixed rate Mortgage Loan, have a fixed Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type as the Deleted Mortgage Loan or be owner occupied; (ix) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (xi) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (xii) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with each representation and warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement and (xiv) the Custodian has delivered a Final Certification noting no defects or exceptions.

  • Mortgage Loan Agreement means the Loan Agreement, dated as of June 17, 2022, between the Mortgage Loan Borrower, as borrower, and Xxxxx Fargo Bank, National Association, as lender, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.

  • GreenPoint Servicing Agreement Solely with respect to the GreenPoint Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of March 1, 2003, between the Transferor, as purchaser, and GreenPoint, as seller and as servicer, and as the same may be amended further from time to time, and any assignments and conveyances related to the GreenPoint Mortgage Loans.

  • Group I Mortgage Loan A Mortgage Loan assigned to Loan Group I. All Group I Mortgage Loans have a principal balance at origination that conforms to Xxxxxxx Mac loan limits.

  • Non-Lead Securitization Servicing Agreement shall have the meaning assigned to such term in Section 2(b).

  • Back-Up Servicing Agreement means that certain Back-Up Servicing Agreement to be entered into by and among the Company, the Administrative Agent and the Back-Up Servicer, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

  • Group I Mortgage Loans The Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage Loans.