Pooling Letters definition

Pooling Letters shall have the meaning set forth in Section 9.10.
Sample 1Sample 2Sample 3
Pooling Letters shall have the meaning set forth in Section 6.3(f) hereof.
Sample 1
Pooling Letters means favorable letters from KPMG, the independent accountants of NBT, dated the date of or shortly prior to each of the mailing date of the proxy materials to the stockholders of CNB, and the date of the Effective Time, in customary form and substance for letters issued in connection with transactions similar to the Holding Company Merger, relating to the qualification of the Holding Company Merger for pooling-of-interests accounting treatment.
Sample 1

Examples of Pooling Letters in a sentence

  • STOCKHOLDERS shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of MARINEMAX Stock received by the STOCKHOLDERS in the Merger in violation of the provisions of the Pooling Letters referred to in Section 9.10 hereof.

  • The STOCKHOLDERS shall each have executed and delivered a letter agreement in favor of MARINEMAX and NEWCO, in form and content as set forth in Annex VI attached hereto (the "Pooling Letters"), pursuant to which each STOCKHOLDER shall agree to hold the MARINEMAX Stock received by such STOCKHOLDER, for such period of time as is necessary to allow the Merger to be accounted for as a "pooling-of-interests" under the rules and regulations of the SEC.

  • Each of Parent and the Company shall have received letters (the "Pooling Letters"), dated as of the Effective Date, from Ernst & Young, LLP, regarding such firm's concurrence with Parent's management's and the Company's management's conclusions as to the appropriateness of pooling of interest accounting for the Merger under Accounting Principles Opinion No. 16 if closed and consummated in accordance with this Agreement.

  • A-28 5.15 Pooling Letters.....................................................

  • The Company shall have received from each person who Parent in good faith determines is an affiliate of Parent, an Affiliate Agreement as set forth in Section 5.7, and each such Affiliate Agreement shall be in full force and effect; and (j) Pooling Letters.

  • Purchaser and Parent shall have received the Rule 145 Letters and the Pooling Letters from the persons and at the times specified in Section 2.4, and the letters referenced in Section 2.13.

  • Parent and the Company shall have received substantially identical written opinions of Testx, Xxrwxxx & Xhibxxxxx xxx Wilson, Sonsini, Goodxxxx & Xosaxx xxxpectively, in form and substance reasonably satisfactory to them to the effect that the Mergers will constitute a reorganization within the meaning of Section 368 of the Code; and (f) Accountants' Pooling Letters.

  • Contemporaneously herewith, each of the Shareholders shall deliver to Parent a written agreement substantially in the form attached hereto as EXHIBIT 2.4 ("Pooling Letters").

  • NBTB shall have received the Pooling Letters, provided, however, that if NBTB shall not have received the Pooling Letters as a result of the action of PAHC or one or more of its affiliates, directors, officers, or shareholders, then PAHC shall be deemed to have duly waived the condition set forth in this section 5.8.

  • Wehr met with Mr. Fragnito, Tim Miller of Keystone Consulting Engineers, as well as Phil Depoe from the Lehigh County Authority to review the Interim Act 537 Plan.

Related to Pooling Letters

  • 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.

  • 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.

  • Custodial Agreements The Custodial Agreements, listed in Exhibit F hereof, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

  • Credit Enhancement Agreements means, collectively, any documents, instruments, guarantees or agreements entered into by the Issuer, any of its Restricted Subsidiaries or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Issuer’s senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

  • 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.

  • 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.

  • 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.

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

  • EMC Mortgage Loans Those Mortgage Loans serviced by the Company pursuant to the terms of this Agreement.

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

  • Credit Enhancement Agreement means the Agreement among the Sellers, the Master Servicer, the Trustee and the Credit Enhancement Provider with respect to the Credit Enhancement.

  • Non-MERS Mortgage Loan Any Mortgage Loan other than a MERS Mortgage Loan.

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

  • 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.

  • PMI Mortgage Loans The list of Mortgage Loans insured by the PMI Insurer attached hereto as Schedule II.

  • Funding Agreements means all or any of the agreements or instruments to be entered into by a Project Service Provider or any of their Associates relating to the financing of its business of providing services pursuant to the terms of any Project Agreements, excluding always the Project Agreements themselves;

  • Initial Mortgage Loans The Mortgage Loans included in the Trust as of the Closing Date.

  • Non-Lead Servicing Agreements means the PSA with respect to each Non-Lead Note (other than the Non-Lead Note that is included in the Lead Securitization).

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

  • Subservicing Agreements As defined in Section 3.02(a).

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

  • Replacement Reserve Agreement means a Replacement Reserve and Security Agreement, reasonably required by the Lender, and completed in accordance with the requirements of the DUS Guide.

  • GreenPoint Mortgage Loans The Mortgage Loans for which GreenPoint is listed as "Servicer" on the Mortgage Loan Schedule.