Pooling Letters definition

Pooling Letters shall have the meaning set forth in Section 9.10.
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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.
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Pooling Letters shall have the meaning set forth in Section 6.3(f) hereof.
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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.

  • 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.

  • 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.

  • All MARINEMAX Stock received by the STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof and in the Pooling Letters referred to in Section 9.10 hereof, have the same rights as all the other shares of outstanding MARINEMAX Stock by reason of the provisions of the Certificate of Incorporation of MARINEMAX or as otherwise provided by the Delaware GCL.

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

  • 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.

  • 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.

  • At or before the Effective Time (i) NBT shall have received the Pooling Letters, other than any which NBT did not receive as a result of the action of CNB or one or more of its affiliates, directors, officers, or stockholders; and (ii) the SEC shall not have raised any material objection to the qualification of the Holding Company Merger for pooling-of-interests treatment, other than an objection as a result of the action of CNB or one or more of its affiliates, directors, officers, or stockholders.

  • NBT shall deliver to KPMG such certificates or representations as KPMG may reasonably request to enable it to deliver the Pooling Letters.

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, CDW 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 CDW 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.

  • Supplemental Mortgage Loan Any Mortgage Loan other than an Initial Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof and to a Supplemental Transfer Agreement, which Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered pursuant to this Agreement and on Schedule A to such Supplemental Transfer Agreement. When used with respect to a single Supplemental Transfer Date, Supplemental Mortgage Loan shall mean a Supplemental Mortgage Loan conveyed to the Trust Fund on that Supplemental Transfer Date.

  • Credit Enhancement Agreements means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Restricted Subsidiaries, or any Receivables Entity for the purpose of providing credit support for one or more Receivables Entities or any of their respective securities, debt instruments, obligations or other 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.

  • Pooling Substation/ Pooling Point means a point where more than one Project may connect to a common Transmission System. Multiple Projects can be connected to a pooling substation from where common transmission system shall be constructed and maintained by the WPD(s) to get connected to the ISTS substation. The voltage level for such common line shall be 220 kV or above. Further, the metering of the pooled power shall be done at the injection point, i.e. the ISTS substation. However, the voltage level of transmission system of individual projects up to the pooling substation may be at 33 kV and above. Sub-meters shall be installed at the pooling substation for metering and forecasting and scheduling of individual Projects. The losses in the common transmission system up to the injection point shall be apportioned to the individual Projects for the purpose of billing.

  • 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).

  • Park Sienna Mortgage Loans The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Park Sienna is the applicable Seller.

  • 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.