INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Term Page 10-Year Fixed Rate Notes 8 18-Month Floating Rate Notes 7 20-Year Fixed Rate Note 8 2-Year Fixed Rate Notes 7 30-Year Fixed Rate Notes 8 3-Year Fixed Rate Notes 8 3-Year Floating Rate Notes 8 5-Year Fixed Rate Notes 8 5-Year Floating Rate Notes 8 7-Year Fixed Rate Notes 8 Account Control Agreement 31 Acquisition 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Additional Senior Notes 9 Adjustments 14 Agent Members 16 Alternative Rate 14 Applicable Procedures 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January Base Indenture 1, 2013 between PurchaserB-1 Below Investment Grade Rating Event 26 Business Day 2 Calculation Agent 12 Change of Control 27 Change of Control Offer 25 Change of Control Payment 25 Change of Control Payment Date 25 Change of Control Triggering Event 27 Cigna 2 Clearstream 2 Collateral Default 35 Company 1, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agentA-▇, ▇-▇ Comparable Treasury Issue 29 Comparable Treasury Price 29 Covenant Defeasance 40 Daily Interest Amount 14 Definitive Note 2 Depository 2 Designated Subsidiary 2 Domestic Subsidiary 2 Euroclear 2 Event of Default 34 Exchange Act 25 Exchange Notes 2 Express Scripts 2 First Supplemental Indenture B-1 Fitch 27 Fixed Rate Make Whole Redemption Price 28 Fixed Rate Notes 8 Floating Rate Interest Payment Date 12 Floating Rate Notes 8 G▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇, ▇-▇ Guarantee Release Condition 42 Guarantor B-▇ ▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇▇▇ ▇, ▇-▇ IFA 14 Indenture 1, B-1 Independent Investment Banker 29 Initial Notes 2 Interest Determination Date 13 Interest Payment Date 3 Interest Reset Date 12 Investment Grade Rating 27 LIBOR Alternative Rate Provision 14 LIBOR Event 14 London Business Day 13 Make-Whole Basis Points 29 Mandatorily Redeemable Notes 3 M▇▇▇▇▇'▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch28 nationally recognized statistical rating organization 28 Notes Custodian 3 Notice of Default 34 Offering Memorandum 3 Par Call 28 Par Call Date 29 Permitted Investments 32 person 27 Pledged Property 31 Primary Treasury Dealer 30 Purchase Agreement 3 QIB 3 Qualified Institutional Buyer 3 Rating Agencies 28 Record Date 3 Redemption Exclusive Control Trigger Event 32 Reference Treasury Dealer 30 Reference Treasury Dealer Quotations 30 Registered Exchange Offer 3 Registration Rights Agreement 3 Regular Record Date 11 Regulation S 3 Regulation S Global Note 15 Regulation S Notes 3 Required Merger 32 Restricted Notes Legend 2, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 3 Restricted Period 4 Rule 144 4 Rule 144A 4 Rule 144A Global Note 15 Rule 144A Notes 4 S&P 28 Securities Act 4, A-1 Security Agreement 4 Segregated Collateral Accounts 31 Senior Notes 8 Special Mandatory Redemption 30 Special Mandatory Redemption Date 31 Special Mandatory Redemption Price 31 Special Mandatory Redemption Trigger Date 30 Stated Maturity 4 Supplemental Indenture 1, B-1 Transfer Restricted Note 4 Treasury Rate 30 Trigger Date 4 Trustee 1 Use of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Proceeds Exclusive Control Trigger Event 32 voting stock 27
ARTICLE II THE SENIOR NOTES
Appears in 2 contracts
Sources: Supplemental Indenture (Cigna Corp), Supplemental Indenture (Halfmoon Parent, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 18 Mortgage Note 1 Agreement 1 Officer’s Certificate 6 Mortgagor 1 ▇▇▇▇ of Sale 2 MOU 26 Certificate Administrator 1 Officer’s Certificate 7 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificate Administrator Certificates 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Preliminary Memorandum 2 Collateral Information 10 Public 11 Private Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 18 Prospectus Supplement 2 Cure Request 16 Repurchase Request 19 17 Public Certificates 1 Custodian 1 Seller Purchaser 1 Defective Mortgage Loan 17 18 Repurchase Request 20 Dispute 20 Seller 1 Excluded Mortgage Loan Special Servicer 1 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Memorandum 2 Seller’s Information 13 Final Memorandum 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 13 14 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 17 UCC 5 Material Document Defect 16 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9June 5, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January June 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), excluded mortgage loan special servicer (in such capacity, the “Excluded Mortgage Loan Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo BankLNR Partners, National AssociationLLC, as custodian general special servicer (the “CustodianGeneral Special Servicer”), and Situs Holdings, Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C23, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C23 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January July 1, 2013 between Purchaser▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as depositor▇▇ ▇▇▇▇▇▇▇▇▇, Midland , ▇▇▇▇▇▇▇ Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar registrar, authenticating agent and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accrued PTO 35 Acquired Assets 1 Affected Loan(s) 17 MOU 25 Acquired Inventory 3 Acquired Leased Real Property 2 Acquired Real Property Leases 2 Action 54 Advisors 54 Affiliate 54 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ Agreement Dispute 51 Allocation 13 Allocation Objection Notice 13 Alternative Transaction 54 Assigned Contracts 2 Assumed Cure Costs 8 Assumed Liabilities 7 Auction 8 Audited Financial Statements 16 Available Contracts 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Bankruptcy Court Order 27 Bill of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Assignment and Assumption Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 12 Business 54 Business Day 54 Business Employee 34 Cash and Cash Equivalents 54 Chosen Courts 51 Closing 12 Closing Date 12 Company 1 Confidentiality Agreement 54 Consent 54 Contract 55 Copyright Assignment Agreement 12 Cure Costs 55 Dataroom 24 DC 2 Prospectus Supplement Deposit 1 Collateral Deposit Escrow Agent 55 Designation Rights Period 8 DIP Encumbrances 55 Documents 55 Domain Names 61 Effect 58 Encumbrance 55 Enforceability Exceptions 15 Environmental Laws 55 Environmental Permits 19 Equipment 55 ERISA 55 Estimated Inventory Count 11 Excluded Assets 5 Excluded Contracts 5 Excluded Fork Lifts 41 Excluded Inventory 55 Excluded Liabilities 7 Excluded Stores 56 Excluded Taxes 56 Existing Customer Deposits 5 Express Representations 24 Financial Statements 16 Fixed Amount 56 Fundamental Representations 42 GAAP 56 Governmental Authorization 56 Governmental Body 56 Guaranteed Obligations 39 Guarantor 1 Hazardous Substance 56 Indebtedness 30 Independent Arbiter 14 Information Presentation 24 Insurance Policies 3 Intellectual Property 56 Inventory 57 Inventory Count 11 Inventory Price 57 knowledge 57 Law 57 Leasehold Improvements 57 Liability 57 Marks 56 Material Adverse Effect 50, 58 Material Contract 17 Material Supplier 23 Order 59 Ordinary Course 59 Outside Date 44 Paid PTO 35 Parties 1 Party 1 Permits 19 Permitted Encumbrances 59 Person 59 Personal Information 59 Petition Date 1 Pre-Closing Tax Period 59 Projections 39 Proposed Allocation 13 Purchase Price 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Plans 35 Real Property Appurtenances 2 Representative Stores 11 Reserved Inventory 60 Sale Hearing 60 Sale Motion 60 Sale Order 60 Seller 1 Seller Intellectual Property 60 Seller IP Rights 60 Seller Parties 60 Seller Plan 60 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information Social Media 62 Software 60 Subsidiaries 61 Subsidiary 61 Tail Policy 24 Tax 61 Tax Action 61 Tax Code 61 Tax Consideration 13 Final Memorandum 1 Special Servicer 1 Indemnification Tax Return 61 Taxes 61 Technology 61 Trade Secrets 57 Trademark Assignment Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 12 Transaction Agreements 62 Transfer Offer 34 Transfer Taxes 45 Transferred Employees 34 Transition Services Agreement 62 Unaudited Financial Statements 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor passVehicles 62 Wind-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Down End Date 41
Appears in 2 contracts
Sources: Asset Purchase Agreement (F9 Investments LLC), Asset Purchase Agreement (LL Flooring Holdings, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Officer’s Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 ▇▇▇▇▇ Existing Employment Agreement 55 ▇▇▇▇▇ New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Sale 2 Other Mortgage Transmittal 7 Liens 13 Loans 1 Certificate Administrator 1 Pooling and Servicing 28 Management Services Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 55 Maryland Department 1 Material Breach 16 UCC Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 Material Document Defect 16 Underwriters MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Mortgage File 3 Underwriting Agreement Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇ 16 ▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling Account Common Shares 3 Trust Preferred Securities 60 Voting and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER
Appears in 2 contracts
Sources: Merger Agreement (Taylor Capital Group Inc), Merger Agreement (Mb Financial Inc /Md)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9June 21, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar registrar, authenticating agent and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3June 13, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 17 UCC 5 Material Document Defect 16 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 923, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and secured by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), CWCapital Asset Management LLC, as special servicer (in such capacity, the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), certificate registrar and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”)authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C20, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C20 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-BD, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class H V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 314, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated January 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Acquiror 1 Acquiror Bank 62 Acquiror Benefit Plan 62 Acquiror Board 62 Acquiror Bylaws 62 Acquiror Capital Stock 62 Acquiror Capitalization Date 30 Acquiror Certificate of Incorporation 61 Acquiror Common Stock 62 Acquiror Disclosure Schedules 70 Acquiror ERISA Affiliate 62 Acquiror Financial Statements 31 Acquiror Preferred Stock 30 Acquiror SEC Reports 62 Acquiror Stock Issuance 62 Acquisition Proposal 62 Affiliate 63 Agreement 1 Applicable Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Business Requirements 63 Articles of Merger 2 Bank 63 Bank Merger 63 Business Day 63 Call Report 63 Certificate 6 ▇▇▇▇ of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 CIC Payment 49 Closing 2 Closing Acquiror Common Stock Price 63 Closing Date 2 Prospectus Supplement Code 63 Company 1 Collateral Information Company Adverse Recommendation 39 Company Articles of Incorporation 63 Company Benefit Plan 63 Company Board 64 Company Bylaws 64 Company Capital Stock 64 Company Capitalization Date 9 Company Common Stock 64 Company Disclosure Schedules 70 Company Employees 37 Company ERISA Affiliate 64 Company Financial Statements 10 Public Company Investment Securities 27 Company Loans 13 Company Material Contract 22 Company Permitted Exceptions 12 Company Real Estate 64 Company Shareholder Approval 64 Company Shareholders’ Meeting 39 Company Stock Certificates 5 Confidentiality Agreement 34 Consulting Agreement 40 Contemplated Transactions 64 Contract 64 Control,” ”Controlling” or ”Controlled 64 Conversion Fund 5 Covered Employees 48 CRA 64 Deposit Insurance Fund 65 Derivative Transactions 65 DGCL 65 Dissenters’ Shares 6 DOL 65 Effective Time 2 Environment 65 Environmental Laws 65 ERISA 65 Exchange Act 65 Exchange Agent 4 Existing D&O Policy 45 FDIC 65 Federal Reserve 65 GAAP 65 Hazardous Materials 65 IBCA 65 Immediate Family Member 65 Indemnified Party 44 IRS 66 Knowledge 66 Legal Requirement 66 Letter of Transmittal 5 Lien 66 Material Adverse Effect 66 Merger 1 Crossed MergerCo 1 Mid-Tier Merger 1 Mid-Tier Merger Agreement 3 Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Agency 67 Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 67 NASDAQ Rules 67 New Plans 49 viii Old Plans 49 Order 67 Ordinary Course of Business 67 OREO 67 Outstanding Company Shares 67 PBGC 67 Per Share Cash Consideration 4 Per Share Merger Consideration 3 Per Share Stock Consideration 4 Person 67 Previously Disclosed 70 Proceeding 68 Proxy Statement 68 Registration Statement 68 Regulatory Authority 68 Remediation Cost 68 Representative 68 Requisite Regulatory Approvals 68 Restrictive Covenant Agreements 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Schedules 70 SEC 68 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows: 68 Shareholder Agreement 9 Subsidiary 68 Superior Proposal 68 Surviving Entity 1 Tax 69 Tax Return 69 Termination Date 54 Termination Fee 57 Third Party Consents 9 Total Payments 50 Transition Date 69 U.S. 69 Unaudited Monthly Financial Statements 34 ix
Appears in 2 contracts
Sources: Merger Agreement (HBT Financial, Inc.), Merger Agreement (HBT Financial, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 25 Agreement 1 26 Borrower Right 21 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination Dispute 20 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 UCC 5 Material Breach 16 UCC 5 Underwriters 1 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Accountant's Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 17 MOU 25 18 Mortgagor 1 Agreement 1 Officer’s Certificate 6 ▇MOU 26 B▇▇▇ of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 11 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Cure Request 16 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 20 Defective Mortgage Loan 17 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust Special Servicer 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9July 24, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Midland Loan Services, a Division of PNC Bank, National Association, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Bank of America ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ Trust 20132015-C7C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, CIBC World Markets Corp. and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, PierceLLC, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class H V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 17 19 MOU 25 27 Agreement 1 Officer’s Certificate 6 ▇7 B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 19 Purchaser 1 Cure Request 16 17 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 17 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Dispute 19 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 13 Trust 14 SMC 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9July 24, 20132015, between ▇Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and M▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Midland Loan Services, a Division of PNC Bank, National Association, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Bank of America ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ Trust 20132015-C7C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, CIBC World Markets Corp. and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, PierceLLC, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class XB, Class X-BD, Class D, Class E, Class F, Class G, Class H V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Obligations 2 Administrative Agent 1 Affected Loan(s) 17 MOU 25 Affiliate 2 appraiser 6 Authorized Officer 2 Authorized Purposes 2 Available Bond Credits 2 Board of Directors 3 Capitalized Lease Liabilities 3 Collateral Agent 1, 31 Corporate Trust Office 3 Cost 3 Credit Agreement 1 Credit Agreement Event of Default 4 Credit Agreement Obligations 4 Credit Agreement Secured Parties 4 Credit Documents 4 Debt 4 Deed of Trust 1 Deed of Trust Obligations 5 DOT Trustee 5 Enforcement Action 5 engineer 6 Event of Default 5 Excepted Property 5 Execution Date 1 Expert 6 Expert’s Certificate 6 Fair Value 7 First Indenture 1 Fraudulent Transfer Laws 20 Funded Cash 7 Funded Property 7 Government Obligations 8 Governmental Authority 8 Grantor 1 Grantor Order 8 Indenture Notes 2 Indenture Notes Event of Default 9 Indenture Notes Obligations 9 Indenture Notes Secured Parties 9 Indenture Trustees 9 Indentures 1, 9 Independent 9 Investment Securities 9 Lender 1 Lenders 1 Lien 10 Material Adverse Effect 10 Minimum Sale Price 49 Mortgaged Property 10 Obligations 11 Officer’s Certificate 6 11 Opinion of Counsel 11 Outstanding 11 Permitted Liens 12 Person 12 Property Additions 12 ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ of Sale 2 Other Mortgage Loans Money Lien 13 Qualified Bidder 49 Required Secured Parties 14 Responsible Officer 14 Second Indenture 1 Secured Parties 14 Secured Party Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Secured Party Officer 15 Secured Party Representative 15 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Indenture Act 23 ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:15
Appears in 2 contracts
Sources: Deed of Trust, Security Agreement and Fixture Filing (Ovation Acquisition I, L.L.C.), Deed of Trust, Security Agreement and Fixture Filing (Oncor Electric Delivery Co LLC)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU ACA 25 Acquired Company Confidential Information 68 Acquisition Proposal 58 Additional Equity Financing 65 Additional Escrow Account 9 Additional Escrow Claim 72 Additional Escrow Payout Schedule 11 Adjustment Amount Payout Schedule 11 Adjustment Unit Escrow Account 9 Agreement 1 Officer’s Allocation 68 Alternative Financing 62 Alternative Transaction 58 Base Balance Sheet 22 Business Combination 81 Cash Consideration Payout Schedule 11 Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 3 Class I Directors 59 Class II Directors 59 Class III Directors 59 Closing 3 Closing Adjustment Statement 13 Closing Date 3 Companies Laws 1 Company 1 Company Disclosure Schedule 19 Company Equity Holder Support Agreement 2 Prospectus Supplement Company Non-Recourse Party 109 Company Sale 18 Company Securityholder Representative 1 Collateral Information 10 Public Certificates Company Sponsor Director Support Agreement 2 Company Sponsor Stockholders Agreement 8 Company Sponsor Support Agreement 2 Company Support Agreements 2 control 84 controlled by 84 D&O Indemnitees 73 Debt Commitment Letter 40 Debt Financing 40 DGCL 1 Crossed Mortgage Loans DLLCA 1 Domestication 1 Earn Out Payout Schedule 11 Earned Earn Out Units 17 Purchaser 1 Cure Request Effective Time 3 Enforcement Exceptions 20 Equity Consideration Payout Schedule 11 Estimated Closing Adjustment 13 Estimated Closing Adjustment Statement 13 Excess Amount 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Exchange Agreement 7 Excluded Financing Expenses 64 Final Judicial Determination 20 Seller’s Information Closing Adjustment 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement Closing Adjustment Statement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage PassFinancial Statements 22 Flow-Through Certificates, Series 2013Tax Item 69 Founder Stockholders Agreement 8 GAAP 13 Group 18 Intended Tax Treatment 68 IPO 81 IRS 25 Letter of Transmittal 12 Material Contracts 28 Material Permits 27 Merger 1 Merger Sub 1 Merger Sub Equity Holder Written Consent 1 Most Recent Balance Sheet Date 22 NCP Contingent Payment Escrow Account 9 NCP Contingent Payment Escrow Amount 9 NCP Contingent Payment Remaining Amount 16 NCP Contingent Payment Remaining Amount Payout Schedule 11 Objection Notice 14 Organization Agreement 7 Parent 1 Parent Class A Share Certificate 9 Parent Class A Shares 36 Parent Class B Share Certificate 9 Parent Class B Shares 36 Parent Common Stock 36 Parent Disclosure Schedule 35 Parent Equity Holder Meeting 55 Parent Financials 42 Parent Non-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling Recourse Party 110 Parent Related Party 44 Parent Sponsor Director Support Agreement 2 Parent Warrants 36 Parties 1 Party 1 Paying and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling Exchange Agent 12 Paying and Servicing Agreement. The Exchange Agent Agreement 12 Post-Closing Directors 59 Post-Closing Pubco Board 59 Prospectus 81 Proxy Statement 55 Public Certifications 42 Public Stockholders 81 Redemption 44 Registration Rights Agreement 7 Registration Statement 55 Remaining Amount 15 SEC Reports 42 Stock Price Earn-Out Statement 17 Stockholders Agreement 8 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 3 Surviving Pubco 1 Surviving Pubco Bylaws 67 Surviving Pubco Charter 67 Surviving Pubco Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “V Share Subscription Agreement 7 Surviving Pubco Plans 74 Surviving Pubco Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Warrants 2 Surviving Pubco Warrants 2 Tax Partnership Matters Tax Receivable Agreement 7 Top Merchant 32 Top Merchants 32 Top Vendor 32 Top Vendors 32 Transfer Taxes 69 Trust Account 81 Trust Agreement 44 Trustee 44 under common control with 84 Voting Matters 55 Waiver Agreement 2 Withdrawing Director 59
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Thunder Bridge Acquisition LTD), Merger Agreement (Thunder Bridge Acquisition LTD)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms used in this Agreement have the meanings ascribed to them on the pages indicated below: Acceptable Confidentiality Agreement 58 Acceptance Time 3 Acquisition Agreement 46 Action 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Officer’s Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 5 Code 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Options 13 Company Stock Plans 13 Company Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Domain Names 30 Effective Time 6 ▇▇▇▇ of Sale Employment Compensation Arrangement 37 Environment 20 Environmental Claim 20 Environmental Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 59 ERISA Affiliate 59 ESPP 11 Exchange Act 2 Other Mortgage Loans Exchange Fund 8 Existing Credit Agreement 54 Fairness Opinion 37 FAR 25 Filed SEC Documents 12 Final Offering Period 11 Financial Advisor 37 Financial Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 16 Governmental Authority 15 Governmental Authorizations 15 Hazardous Materials 21 HSR Act 15 Import and Export Laws 19 Indebtedness 59 Indemnified Party 52 Intellectual Property 30 Intellectual Property Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Labor Agreement 26 Last Measurement Period 11 Law 15 Leased Real Property 30 Liens 13 Marks 30 Material Adverse Effect 59 Material Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing 5 Merger Closing Date 5 Merger Consideration 7 Merger Sub 1 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 OFAC 19 Offer 1 Offer Closing 3 Offer Conditions 2 Prospectus Supplement Offer Documents 3 Offer Price 1 Collateral Information Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 30 Parent 1 Parent 401(k) Plan 51 Parent Cash Award 10 Public Certificates Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Crossed Mortgage Loans 17 Purchaser Party 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Patents 30 Paying Agent 8 Permitted Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit Act 16 Schedule 14D-9 4 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Subsidiary 61 Superior Proposal 45 Support Agreement (the “Pooling and Servicing Agreement”), to be dated as 1 Surviving Corporation 5 Surviving Corporation Certificate of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Transaction Litigation 49 TSR 61 Underwater Option 10 Voting Company Debt 14
Appears in 2 contracts
Sources: Merger Agreement (Nimble Storage Inc), Merger Agreement (Hewlett Packard Enterprise Co)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Loan Schedule 1 Affected Loan(s) 17 Mortgage Loans 1 Agreement 1 MOU 25 Agreement 1 Bank of America Lender Successor MSMCH 2 Borrower Right 21 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Reporting Information 13 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 UCC 5 Material Breach 16 UCC 5 Underwriters 1 Material Document Defect 16 Underwriters Underwriting Agreement 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9July 13, 20132012, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January July 1, 2013 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇W▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C7 C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3July 6, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9July 13, 20132012, between ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January July 1, 2013 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇W▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C7 C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3July 6, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Accountant’s Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 17 MOU 25 19 Mortgagor 1 Agreement 1 Officer’s Certificate 6 MOU 26 ▇▇▇▇ of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 11 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Cure Request 16 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 20 Defective Mortgage Loan 17 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust Special Servicer 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 16 Document Defect 17 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9July 24, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Midland Loan Services, a Division of PNC Bank, National Association, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class H V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Alternative Acquisition Agreement 26 Applicable Date 12 Bankruptcy and Equity Exceptions 9 Cap 31 Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 3 Clearance Date 28 Closing 3 Closing Date 3 Common Stockholder Approval 9 Company Assets 10 Company Board 1 Company Board Recommendation 1 Company Certificates 4 Company Common Stock 1 Company Contracts 15 Company Convertible Note 5 Company Disclosure Letter 8 Company Financial Advisor 18 Company Organizational Documents 9 Company Parties 39 Company Permits 17 Company Proxy Materials 28 Company Proxy Statement 9 Company Rights Agreement 11 Company SEC Reports 12 Company Stockholders Meeting 9 Converted Share 4 Converted Shares 4 Courts 45 DGCL 1 Dissenting Share 8 Dissenting Shares 8 Effective Time 3 Electronic Delivery 48 Environmental Laws 16 Environmental Matters 16 Exchange Act 10 Excluded Shares 4 Expenses 33 Expenses Reimbursement 38 GAAP 13 Go-Shop Period 33 Governmental Entity 9 Indemnification Expenses 30 Indemnified Person 30 Legal Actions 15 Liabilities 14 Management Services Agreement 25 Merger 1 Merger Sub 1 ModusLink CVR 4 ModusLink CVR Agreement 2 Prospectus Supplement NYSE 20 Outside Date 36 Parent 1 Collateral Information 10 Public Certificates Parent Assets 20 Parent LPA 2 Parties 1 Crossed Mortgage Loans Party 1 Payment Agent 5 Payment Fund 5 Per Share Cash Merger Consideration 4 Per Share Merger Consideration 4 Permits 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Preferred Stockholder Approval 9 Representatives 24 Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ Agent 2 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Act 12 Schedule 13E-3 27 SEC 9 Securities Act 10 Special Committee 1 Special Committee Recommendation 1 Surviving Bylaws 3 Surviving Charter 3 Surviving Corporation 3 Takeover Statutes 10 Tax Return 16 Taxes 16 Termination Fee 38 Transactions 1 AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2022 (as amended, this “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Servicesby and among Steel Partners Holdings L.P., a Division of PNC Bank, National Association, as master servicer Delaware limited partnership (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), U.S. Bank National AssociationSP Merger Sub, as trustee Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianMerger Sub”), and Situs HoldingsSteel Connect, LLCInc., as trust advisor a Delaware corporation (the “Trust Advisor”). In exchange for the Mortgage Loans Company” and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling with Parent and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacityMerger Sub, the “UnderwritersParties” and each, a “Party”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 2 contracts
Sources: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 Bank of America Lender Successor Borrower Right 22 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 2 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 2 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9July 24, 2013▇▇▇▇, between ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Capital Holdings LLC ▇▇▇▇, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January August 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Midland Loan Services, a Division of PNC Bank, National Association, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C24, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class H V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3July 15, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 24 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 9 Public Certificates 1 Crossed Mortgage Loans 17 16 Purchaser 1 Cure Request 16 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 16 Seller Defeasance Rights and Obligations 21 10 Dispute 19 Seller Reporting Information 14 13 Final Judicial Determination 20 19 Seller’s Information 13 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 15 UCC 5 Material Document Defect 16 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9September 14, 20132011, between ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January October 1, 2013 2011 between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer ), custodian (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “TrusteeCustodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Midland Loan Services, a Division of PNC Bank, National Association, as custodian special servicer (the “CustodianSpecial Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs HoldingsTriMont Real Estate Advisors, LLCInc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C7 C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31September 2, 20122011, as supplemented by a Prospectus Supplement dated the date hereof September 14, 2011 (together, the “Prospectus Supplement”), ) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated January 3September 2, 2013 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 2 contracts
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2011-C3), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2011-C3)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Officer’s Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate 6 ▇▇▇▇ of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Prospectus Supplement Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Collateral Information 10 Public Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Crossed Mortgage Loans 17 Purchaser Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Cure Request 16 Repurchase Request 19 Custodian Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Subsidiaries 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated ) is made as of January 9November 6, 20132007, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) by and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sellamong Charter LCI Corporation, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan ServicesThe Providence Service Corporation, a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), U.S. Bank National AssociationPRSC Acquisition Corporation, as trustee a Delaware corporation and a direct, wholly-owned subsidiary of Parent (in such capacity, the “TrusteeMerger Sub”), certificate administrator (in such capacityand, the “Certificate Administrator”)only with respect to those Sections of this Agreement expressly applicable to it, certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs HoldingsCLCI Agent, LLC, a Delaware limited liability company, as trust advisor (the “Trust Advisor”). In exchange for representative of the Mortgage Loans Sellers and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them persons identified in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date Section 9 hereof (the “Underwriting AgreementStockholders’ Representative”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 2 contracts
Sources: Merger Agreement (Providence Service Corp), Merger Agreement (Providence Service Corp)
INDEX OF DEFINED TERMS. 15Ga-1 Notice Acquired Partnership 1 Acquired Partnership GP 1 Acquired Partnership LPA 4 Acquisition Proposal 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 affiliate 33 Agreement 1 Officer’s Certificate Board 1 Code 13 Confidential Controlling Partnership Disclosure Schedule 7 Consent Solicitation Documents 16 Consolidated Persons 7 Contract 8 Contributed Interests 9 Controlling Partnership 1 Controlling Partnership GP 1 Controlling Partnership GP Agreement 21 Effect 5 Effective Time 3 Exchange Act 33 Exchange Agreement 21 Fund Holdings 1 Fund Holdings LPA 21 GAAP 5 Governmental Entity 6 ▇▇▇▇ of Group Partnerships 1 Holdings 1 HSR Act 6 Independent Directors 2 Interim Financial Statements 9 Investment Agreement 21 Investment Company Act 11 KKR Funds 7 KKR Group 9 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Up Agreement 21 Losses 25 Management Holdings 1 Management Holdings LPA 21 Material Adverse Effect 5 Material Contract 13 Original Agreement 1 Outside Date 30 Participant 13 Permits 12 Permitted Liens 6 person 33 Press Release 14 Proceedings 25 Purchase and Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP 1 Purchaser LPA 21 Requisite Unitholder Consent 16 Repurchase Request Restructuring Transactions 19 Custodian Satisfaction Date 3 SEC 10 Securities Act 10 Seller 1 Seller Common Units 2 Seller GP 1 Defective Mortgage Loan Seller Limited Partnership Agreement 5 Seller Recommendation 16 Specified Information 17 Seller Defeasance Rights and Obligations Tax Receivables Agreement 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Taxes 12 This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of July 19, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated is entered into by and among (1) KKR & Co. L.P., a Delaware limited partnership (the “Controlling Partnership”), acting through KKR Management LLC, a Delaware limited liability company (the “Controlling Partnership GP”) in its capacity as the general partner of January 9the Controlling Partnership, 2013(2) KKR Private Equity Investors, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings (solely for purposes of Section 6), (6) KKR Fund Holdings L.P. (“Fund Holdings”), a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of Fund Holdings (solely for purposes of Section 6) (Management Holdings and Fund Holdings are sometimes collectively referred to herein as the “Group Partnerships”) and (7) KKR Group Holdings L.P. (the “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchasea Cayman Islands exempted limited partnership, certain mortgage loans listed on Exhibit 1 hereto acting through KKR Group Limited, a Cayman limited company (the “Mortgage LoansPurchaser GP”) in its capacity as described herein. Purchaser will convey the Mortgage Loans to a trust (general partner of the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (KKR & Co. L.P.), Purchase and Sale Agreement (KKR & Co. L.P.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 28 Accountant's Due Diligence Report 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 3 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 3 Collateral Information 14 Crossed Mortgage Loans 25 Cure Request 23 Custodian 1 Defective Mortgage Loan 25 Dispute 28 Final Judicial Determination 30 Indemnification Agreement 17 Initial Purchasers 1 Master Servicer 1 Material Breach 23 Material Document Defect 23 Mortgage File 5 Mortgage Loan Schedule 3 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 36 Officer’s Certificate 9 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 PPM 2 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 28 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 30 Seller Reporting Information 14 Final Judicial Determination 20 17 Seller’s Information 13 Final Memorandum 1 17 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 7 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9October 7, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Commercial Mortgage Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January October 1, 2013 2015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C25, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C25 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class PST C and Class C D Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Bank of America, National Association and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) ), pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Bank of America, National Association and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 7, 20122015, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final MemorandumPPM”) and a preliminary version thereof dated January 3September 28, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated October 1, 2015 and October 5, 2015, the “Preliminary MemorandumPPM”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C25)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Adjusted Actual Rent - Sch. II 9 Lender 1 Affected Loan(s) 17 MOU 25 Agent 1 Licenses 34 Anti-Money Laundering Laws 21 Lists 20 Anti-Money Laundering Measures 21 Master Lease 1 Anti-Terrorism Laws 20 Monthly Effective Rent - Sch. II 9 Assignment Agreement 6 Monthly Reports 22 Bankruptcy Party 40 Net Operating Income - Sch. II 9 Borrower 1 Officer’s Certificate Note 1 Borrower Anti-Terrorism Policies 31 Occupancy 33 Borrower's Equity - Sch. 2.1 4 OFAC 20 BSA 21 OFAC Laws and Regulations 20 Charges 26 Operating Agreement 15 Collateral 7 Other Lists 20 CON 34 Permitted Debt 28 Defeasance 5 Prepayment Premium 3 Defeasance Deposit 7 Project 1 Designated Person 20 Properties 1 Executive Orders 20 Property 1 Expenses - Sch. II 9 Release Date 5 FIRREA - Sch. 2.1 5 Rent Proceeds 29 fiscal month 22 Revenue - Sch. II 9 Funding Amount 2 Scheduled Defeasance Payments 6 ▇▇▇▇ GECC 1 SDN List 20 Guarantor 1 Secondary Market Transactions 32 Healthcare Laws 33 Security Agreement 5 HIPAA 33 State Regulator 30 HIPAA Compliance Date 34 Successor Borrower 6 HIPAA Compliance Plan 34 Tax Impound 12 HIPAA Compliant 34 Taxes 12 Improvements 1 Terrorism 8 Incorporation Documents 15 Third-Party Payor Programs 36 Interest Holder Agreement 30 Title Policy - Sch. 2.1 2 Interest Rate 2 U.S. Obligations 7 Investor Anti-Terrorism Policies 31 U.S. Publicly-Traded Entity 21 Leases - Sch. 2.1 3 Yield Maintenance Amount 7 This Loan Agreement is entered into as of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling December 1, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC" and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase in its capacity as agent for the Lenders, together with its successors, "Agent"), the financial institutions other than GECC who are or hereafter become parties to this Agreement (“Agreement”)together with GECC collectively, dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaseror individually, as depositorthe context may require, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”"Lender"), and Situs HoldingsEMERITUS PROPERTIES-ARKANSAS, LLC, as trust advisor a Delaware limited liability company (the “Trust Advisor”"Borrower"). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Loan Agreement (Emeritus Corp\wa\)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Partnership 1 Affected Loan(s) 17 MOU 25 Acquired Partnership GP 1 Acquisition Proposal 20 Adjusted UARs 26 affiliate 34 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Board 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Day 3 Closing 3 Closing Date 3 Code 2 Prospectus Supplement Combined Pro Forma Information 17 Communication Package 13 Confidential Purchaser Disclosure Schedule 6 Consent Solicitation Documents 18 Consolidated Persons 7 Contract 8 Contributed Interests 8 CVI Agreement 22 CVIs 3 Dissolution Transactions 21 Distribution 21 Effect 5 Equity Incentive Plan 23 Exchange Act 34 Exchange Agent 21 Exchange Agreement 22 Fund Holdings LPA 22 GAAP 5 Governmental Entity 5 Group Partnerships 1 Collateral Information 10 Public Certificates Holdings 1 Crossed Mortgage Loans 17 HSR Act 6 Independent Directors 1 Interim Financial Statements 8 Investment Company Act 11 Investment Partnership LPA 3 June 30 Financial Statements 9 KKR Funds 7 KKR Group 8 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Up Agreement 22 Losses 27 Management Holdings LPA 22 Material Adverse Effect 4 Non-Compete Agreements 22 NYSE 8 Outside Date 32 Participant 13 Permits 11 Permitted Liens 6 person 34 Press Release 13 Proceedings 27 Purchase and Sale 3 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP Agreement 22 Purchaser LPA 22 Registration Statement 15 Requisite Unitholder Consent 18 Restructuring Transactions 20 SEC 8 Securities Act 9 Segment Pro Forma Information 17 Seller 1 Seller Common Units 2 Seller GP 1 Defective Mortgage Loan Seller Limited Partnership Agreement 4 Seller Recommendation 18 Seller UAR 26 Services Agreement 21 Specified Information 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Tax Receivables Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement 22 Taxes 12 This PURCHASE AND SALE AGREEMENT, dated as of July 27, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 9is entered into by and among (1) KKR & Co. L.P., 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC a Delaware limited partnership (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (the “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchaseacting through KKR Management LLC, certain mortgage loans listed on Exhibit 1 hereto a Delaware limited liability company (the “Mortgage LoansPurchaser GP”) in its capacity as described herein. Purchaser will convey the Mortgage Loans to general partner of the Purchaser, (2) KKR Private Equity Investors, L.P., a trust Guernsey limited partnership (the “TrustSeller”) created pursuant to ), acting through KKR Guernsey GP Limited, a Pooling and Servicing Agreement Guernsey company limited by shares (the “Pooling and Servicing AgreementSeller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), to be dated acting in its capacity as the general partner of January 1KKR PEI Investments, 2013 between Purchaser, as depositor, Midland Loan ServicesL.P., a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian Guernsey limited partnership (the “CustodianAcquired Partnership”), and Situs acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.5, Section 5.13(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership, acting through KKR Management Holdings Corp. in its capacity as the Trust will issue general partner of KKR Management Holdings L.P. (solely for purposes of Section 6) and (6) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of KKR Fund Holdings L.P. (solely for purposes of Section 6) (KKR Management Holdings L.P. and KKR Fund Holdings L.P. are sometimes collectively referred to the Depositor pass-through certificates to be known herein as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “CertificatesGroup Partnerships”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following capitalized terms have the respective meanings given to them in the respective pages of this Agreement set forth opposite each of the capitalized terms below: Acceptable Confidentiality Agreement 2 Acquisition Proposal 2 Acquisition Transaction 2 Advisor 29 Affiliate 3 Agreement 1 Officer’s Alternate Debt Financing 72 Alternative Acquisition Agreement 57 Anti-Corruption Laws 4 Antitrust Law 4 Appraisal Withdrawal 22 Audited Company Balance Sheet 4 Bermuda Companies Act 4 Bermuda Merger Agreement 4 Business Day 4 Bye-Laws 28 Capitalization Date 31 Certificate of Merger 21 Certificates 25 Change of Control Offer 69 Charter 28 Chosen Courts 98 Closing 21 Closing Date 21 Code 4 Collective Bargaining Agreement 43 Company 1 Company Board 1 Company Board Recommendation 29 Company Board Recommendation Change 59 Company Common Shares 4 Company Disclosure Letter 28 Company Equity Awards 24 Company Equity Plans 4 Company ESPP 4 Company Intellectual Property 4 Company Material Adverse Effect 5 Company Merger Vote Matters 30 Company Options 6 ▇Company Plans 80 Company Preference Shares 6 Company PSU Consideration 23 Company PSUs 6 Company Registered Intellectual Property 7 Company Related Parties 92 Company RSU Consideration 23 Company RSUs 7 Company SEC Reports 33 Company Securities 32 Company Shareholder Meeting 67 Company Shareholders 7 Company Termination Fee 7 Compliant 7 Computer Systems 39 Confidentiality Agreements 95 Consent 30 Consent Solicitations 68 Continuation Period 79 Continuing Employees 7 Contract 7 Copyrights 9 Credit Agreement 7 Current ESPP Offering Period 81 D&O Insurance 78 Data R▇▇▇ of Sale 2 ▇▇ Debt Commitment Letters 49 Debt Financing 49 Debt Tender Offer 68 Debt Tender Offer Documents 68 Debt Tender Offers 68 Dissenting Company Shares 7 Dissenting Shareholder 8 DOJ 8 DTC 26 Echo 8 Effect 5 Effective Time 21 Electronic Delivery 100 Employee Plans 41 eNett 8 Environmental Law 8 Equity Commitment Letters 49 Equity Financing 49 ERISA 8 ERISA Affiliate 41 Exchange Act 8 Ex-Im Laws 8 Existing Agent 68 Existing Indemnification Agreements 77 Existing Indenture 8 Existing Notes 8 Fee Letter 49 Financing 49 Financing Letters 49 Financing Sources 8 Foreign Employee Plan 42 Fraud 8 FTC 9 GAAP 9 Governmental Authority 9 Guarantees 1 Guarantors 1 Hazardous Substance 9 HSR Act 9 Indebtedness 9 Indemnified Person 77 Intellectual Property 9 Intervening Event 9 IRS 10 Joinder 84 Joinder Date 47 Knowledge 10 Law 10 Lease 37 Leased Real Property 37 Legal Proceeding 10 Legal Restraint 86 Lenders 49 Marketing Period 10 Marks 9 Material Contract 11 Material Customers 11 Maximum Aggregate Liability 13 Maximum Annual Premium 78 Merger 1 Merger Application 21 Merger Sub 1 Merger Sub Shareholder Approval 49 Money Launder Laws 13 New Debt Commitment Letters 72 New Plans 80 No-Shop Period Start Date 56 Notice Period 60 NYSE 13 Old Plans 80 Option Consideration 23 Organizational Documents 13 Other Mortgage Loans Required Company Filing 65 Owned Company Shares 22 Parent 1 Certificate Administrator Parent Disclosure Letter 46 Parent Related Parties 91 Parent Termination Fee 90 Party 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Patents 9 Paying Agent 24 Payment Fund 25 Payoff Amount 68 Payoff Letter 68 PEO Plan 41 Per Share Price 22 Permits 43 Permitted Liens 13 Person 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Personal Data 14 Privacy Policy 14 Proxy Statement 65 Recent SEC Reports 28 Registered Intellectual Property 14 R▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ Reimbursement Obligations 75 Remedial Actions 64 Representatives 56 Required Amount 50 Required Financial Information 10 Requisite Shareholder Approval 30 Rule 14e-1 69 Sanctions Laws 14 S▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇-▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Act 14 S▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling Sierra 14 Software 15 Sublease 37 Subsidiary 15 Superior Proposal 15 Supplemental Indentures 69 Supporting Shareholders 2 Surviving Company 20 Takeover Laws 29 Tax 15 Tax Return 15 Termination Date 87 TIA 69 Transaction Litigation 15 Transactions 1 Uncertificated Shares 25 Voting Agreement 2 WARN 16 Willful and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Material Breach 16
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Affiliate 1 Affected Loan(s) 17 MOU 25 Affiliated Entity 1 Agreement 1 Officer’s Certificate Bank Purchaser 1 Bank Purchaser Transfer Event 2 Beneficial Ownership 2 Beneficially Own 2 Beneficially Owned 2 Benefit Plan 2 Benefit Plans 2 Board Designee 16 Board Observer 17 Board of Directors 2 Call Option 7 Capitalization Date 7 Closing 6 Closing Date 6 Code 2 Common Stock 1 Company 1 Confidential Information 28 Confidentiality Agreement 29 Control 2 controlled by 2 controlling 2 Designee Termination Date 17 ERISA 2 Exchange Act 2 Financial Statements 10 GAAP 10 Governmental Entity 2 GSCP 2 HSR Act 3 Indemnified Persons 27 Indenture 1 Intellectual Property 11 KKR 1 KKR Purchaser 3 Law 9 Lien 9 Loss 27 Losses 27 Material Adverse Effect 3 Merger Agreement 4 Non-Investor Affiliates 20 Notes 1 NYSE 11 Own 4 Permitted Transfer 22 Person 4 PIA Funds 4 Policy Termination Date 4 Preferred Stock 7 Purchaser 1 Purchaser Adverse Effect 13 Purchasers 1 Registration Rights Agreement 21 Representatives 28 Restricted Period 22 S▇▇▇▇▇▇▇-▇▇▇▇▇ of Sale Act 10 SEC 9 SEC Reports 9 Securities 4 Securities Act 4 Security Agreements 4 Significant Subsidiary 4 Sponsor 1 Sponsor Purchasers 5 Sponsors 1 Standstill Termination Date 5 Subsidiary 5 Swap Agreements 5 Tax Returns 5 Taxes 5 Termination and Settlement Agreement 5 Third Party 19 Transaction Agreements 6 Transfer 22 Transfer Instruction 23 Trustee 6 under common control with 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Voting Stock 6 NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 9October 22, 20132007, between ▇by and among H▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sellINTERNATIONAL INDUSTRIES, and Purchaser agrees to purchaseINCORPORATED, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansCompany”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7PURCHASERS NAMED IN EXHIBIT A attached hereto (each, Commercial Mortgage Pass-Through Certificatesa “Purchaser” and collectively, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public CertificatesPurchasers”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇and, solely for purposes of Article 1, Sections 4.6, 5.5, 5.6 and 7.1 and Article 9 hereof, KOHLBERG KRAVIS R▇▇▇▇▇▇ & Co. LLC CO. L.P. (“KKR”) (each of KKR and ▇▇▇▇▇▇▇ LynchGSCP (as defined below) may be hereinafter referred to as, Piercea “Sponsor” and KKR and GSCP may be hereinafter referred to collectively, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “UnderwritersSponsors”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Note Purchase Agreement (Harman International Industries Inc /De/)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Rent 9 Annual Fixed Rent 2 B Base Operating Expenses per Square Foot of Rentable Floor Area 2 Base Taxes per Square Foot of Rentable Floor Area 2 Broker 3 Building 3 Business Day 32 C Contiguous Space 4 D Design Allowance 2 E Estimated Term Commencement Date 1 Affected Loan(s) 17 MOU 25 Agreement Examiner 12 Extension Term 6 F Fair Market Rent 7 Financing Party 33 Force Majeure 13 G Generator 35 Generator Rent 36 Ground Installation Area 35 Ground License 35 Guarantor 26, 37 H Hazardous Substances 15 Hours of Operation 14 I Improvement Allowance 2 Indemnitees 16 Insolvency Laws 35 Landlord 1, 27 Landlord's Operating Expenses 9 Landlord's Taxes 10 Landlord's Address 1 Officer’s Certificate 6 ▇▇▇▇ Lease Assignment 34 Lease Year 2 Letter of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Credit Security Deposit 31 Letter of Credit Terms and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Conditions 30 M Major Work Delivery Date 2 Prospectus Supplement Massachusetts Mutual 34 O Outside Date 6 Outside Restoration Date 21 P Permitted Transfer 18 Permitted Uses 3 persons acting under Tenant 32 persons claiming under Tenant 32 Premises 3 Premises Address 1 Collateral Information 10 Public Certificates Liability Insurance 3 R Rent 9 Rent Commencement Date 2 Rent Payments Address 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as Rentable Floor Area of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7▇▇▇▇ of Premises 3 S Security Deposit 3 Subordination Agreement 34 Substantial Completion Date 6 2 T Tenant 1, Commercial Mortgage Pass-Through Certificates27 Tenant Indemnitees 16 Tenant Work 19 Tenant's Authorized Representative 3 Tenant's Original Address 1 Tenant's Plan Delivery Date 1 Term Commencement Date 1, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to 6 Term Expiration Date 1 Transferees 18 Transfers 18 3 TABLE OF CONTENTS ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch1 Mac-Gray Services, PierceInc., ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012Delaware corporation, as supplemented by a Prospectus Supplement dated the date hereof (togetherTenant 1 ARTICLE I REFERENCE DATA 1 1.1 Subjects Referred to 1 Lease Year 1 Annual Fixed Rent 2 Monthly Fixed Rent 2 1.2 Exhibits 3 ARTICLE II PREMISES; TERM; RENT 4 2.1 Premises and Exclusions 4 2.2 Appurtenant Rights 5 2.3 Reservations 6 2.4 Term 6 2.5 Annual Fixed Rent 9 2.6 Additional Rent—Operating Expenses and Taxes 9 2.7 Electricity 13 ARTICLE III CONSTRUCTION 13 3.1 Landlord Work 13 3.2 Entry By Tenant Prior to Term Commencement Date 14 ARTICLE IV LANDLORD'S COVENANTS 14 4.1 Landlord's Covenants 14 4.2 Interruption 15 4.3. Insurance 15 4.4 Hazardous Materials 16 ARTICLE V TENANT'S ADDITIONAL COVENANTS 16 5.1 Maintenance and Repair 16 5.2 Use, the “Prospectus Supplement”)Waste and Nuisance 16 5.3 Compliance with Law 17 5.4 Rules and Regulations 18 5.5 Indemnification and Insurance 18 5.6 Tenant's Property 19 5.7 Entry For Repairs and Inspections 20 5.8 Assignment, and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements Subletting 20 5.9 Alterations 21 5.10 Surrender 22 5.12 Personal Property Taxes 22 5.13 Signs 22 ARTICLE VI CASUALTY AND TAKING 23 6.1 Damage By Fire Or Casualty 23 6.2 Condemnation—Eminent Domain 24 6.3 Eminent Domain Award 25 ARTICLE VII DEFAULT 25 7.1 Termination For Default Or Insolvency 25 7.2 Reimbursement of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). Landlord's Expenses 26 7.3 Damages 26 7.4 Mitigation 27 7.5 Claims In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Bankruptcy 27
Appears in 1 contract
Sources: Office Lease (Mac-Gray Corp)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 2008 Plan 72 Accounts Receivable 33 Acquisition Proposal 68 Acquisition Subsidiary 1 Affected Loan(s) 17 MOU 25 Action 42 Adjustment Amount 14 Adverse Recommendation Change 67 Affiliate 89 Agents 67 Agreement 1 Officer’s Annual Financial Statements 24 Antitrust Filings 65 Assets 30 Auditor 13 Balance Sheet 25 BIS 56 Business Day 3 Cancellation Agreements 7 Cap 84 Certificate 6 ▇▇▇▇ of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 5 Closing 2 Closing Balance Sheet 11 Closing Date 3 Closing Indebtedness 11 Closing Net Taxes Payable 11 Closing Net Working Capital 11 Closing Statement of Indebtedness 11 Code 27 Common Stock 4 Common Stock Exchange Amount 4 Company 1 Company Development Tools 37 Company Entities 46 Company Hardware Products 37 Company Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 36 Company Intellectual Property Agreement 36 Company Material Adverse Effect 63 Company Options 5 Company Organizational Documents 20 Company Recommendation 66 Company Software Products 37 Company Subsidiary Securities 22 Company Transaction Expenses 17 Company Warrants 6 Confidentiality Agreement 64 Contract 35 Contracts 35 Covered Employees 72 Current Assets 9 Current Liabilities 10 DDTC 56 Defense Notice 81 Determination Date 13 DGCL 2 Prospectus Supplement 1 Collateral Information DISC Subsidiary 29 Dissenting Shares 5 Effective Time 2 Environmental Claim 48 Environmental Law 47 Environmental Property 46 ERISA Affiliates 50 Escrow Account 15 Escrow Agreement 6 Escrow Amount 3 Estimated Closing Net Working Capital 10 Public Certificates 1 Crossed Mortgage Loans Estimated Company Transaction Expenses 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Estimated Excess Net Taxes Payable 11 Estimated Indebtedness 10 Estimated Net Taxes Payable 10 Estimated Working Capital Adjustment Amount 11 Exchange Agent 8 Exchange Agent Agreement 8 Exchange Fund 8 Final Judicial Determination 20 Seller’s Information Closing Indebtedness 13 Final Memorandum Closing Net Taxes Payable 13 Final Closing Net Working Capital 13 Final Excess Net Taxes Payable 13 Financial Statements 24 GAAP 11 Good Faith Statement 10 Government 7 Government Contracts 57 Governmental Authorization 45 Hazardous Materials 47 HSR Act 65 Income Tax 30 Indebtedness 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 84 Indemnified Losses 78 Indemnified Party 81 Indemnifying Party 81 Information Statement 76 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 36 Interim Financials 25 IRS 7 ITAR 56 Law 45 Leased Real Property 31 Letter of Transmittal 1 Special Servicer Licensed Company Intellectual Property 36 Liens 22 Losses 78 Merger 1 Indemnification Agreement 13 Trust Merger Consideration 3 Net Taxes Payable 10 Net Taxes Payable Adjustment Amount 14 Net Working Capital 9 Non-Competition Agreements 2 Non-Qualified Deferred Compensation Plans 15 Non-U.S. Benefit Plan 51 OFAC 56 off-balance sheet arrangements 25 Option Cancellation Agreements 5 Option Replacement Payments 17 Order 42 Ordinary Course of Business 26 Owned Company Intellectual Property 36 Parent 1 Initial Purchasers Parent Indemnified Persons 78 Parties 1 Trust Advisor Party 1 Master Servicer 1 Trustee 1 Material Breach Payment Event 90 Percentage 79 Permits 45 Person 89 Plan 51 Plans 51 Pre-Closing Period Income Tax Returns 76 Pre-Closing Tax Period 76 Pre-Closing Taxes 79 Pre-Closing Transaction Deductions 77 Property 30 Public Software 37 Real Property Leases 31 Release 47 Remaining Escrow Amount 16 UCC 5 Material Document Defect Representative 18 Representative Expenses 19 Representative Holdback 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Requisite Stockholder Approval 24 Restricted Share 6 Restricted Share Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Agreements 23 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 79 Scheduled Indemnity Matters Confidential Information 83 Securities Act 25 Securityholders 14 Securityholders Indemnified Persons 81 Share 22 Shares 22 Software 38 Spreadsheet 69 Statement 7 Stockholders 1 Straddle Period 76 Straddle Period Income Tax Returns 76 Subsidiary 22 Superior Proposal 69 Surviving Company 2 Surviving Company Organizational Documents 17 Tail Policy 18 Takeover Statute 58 Target Net Taxes Payable 11 Target Net Working Capital 11 Tax 30 Tax Assets 10 Tax Liabilities 10 Tax Return 30 Tax Returns 30 Taxes 29 Termination Fee 89 Third Party 69 Third Party Intellectual Property Agreement 37 Third Party Subleases 31 Third Person 81 Third Person Claim 82 Trade Secrets 36 Transaction Documents 63 Underfunded Liabilities 15 Working Capital Adjustment Amount 14 ARTICLE 1 THE MERGER 2 1.1 Merger and Effect of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration Merger 2 1.2 Method of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Effecting Merger; Closing 2 1.3 Conversion of Acquisition Subsidiary Capital Stock 3 1.4 Merger Consideration 3 1.5 Effect on Shares 4 1.6 Stockholders’ Rights upon Merger 5
Appears in 1 contract
Sources: Merger Agreement (Ixia)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Page AAA 1 Affected Loan(s) Action 1 Adjusted Net Working Capital 1 Adjustment Date 2 Affiliate 2 Affiliated Group 2 Aggregate Net Company Indebtedness 2 Aggregate SERP Adjustment Amount 2 Agreement 1, 2 Balance Sheet 2 Balance Sheet Date 2 Base Claim 2 Base Purchase Price 13 Business 2 Business Day 3 Closing 3, 17 MOU Closing Adjustment Statement 3 Closing Balance Sheet 3 Closing Date 3, 18 Closing Date Financial Statements 3 Closing Date Purchase Price 3 Code 3 Company 1, 3 Company Deferred Compensation Plan 3 Company Employees 3, 36 Company Indemnitees 3, 41 Company Intellectual Property 3 Company Leases 3, 28 Company Material Contracts 4, 27 Company Owned Intellectual Property 4, 29 Company Plans 4, 25 Company Retiree 4 Company Savings Plan 4 Company Savings Plan 37 Company SERP 4, 37 Company Severance Plan 4, 36 Confidentiality Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing 4, 39 Contract 4 Copyrights 4 Credit Agreement 1 Certificate 4 Debenture Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 4 Debt 4 Deductible 5 Determination Date 5 Dispute Notice 5 Electronic Data Room 5 Encumbrance 5 Environmental Law 5, 23 ERISA 5, 25 ERISA Affiliate 5, 26 Estimated Adjusted Net Working Capital 5 Estimated Adjustment Statement 5 Estimated Aggregate Net Company Indebtedness 5 Estimated Closing Balance Sheet 5 Estimated Financial Statements 5 Estimated Net PP&E Amount 5 Excluded SERP Employees 6 Excluded Warranties 6 Existing CBA 35 Final Adjusted Net Working Capital 6 Final Aggregate Net Company Indebtedness 6 Final Net PP&E Amount 6 Financial Statements 6 GAAP 6 Governmental Entity 6 Governmental Filings 7, 20 Governmental Order 7 Hazardous Substance 7, 23 Hedging Transaction 7 HSR Act 7, 20 Indemnitee 7 Indemnitor 7 Independent Accounting Firm 7 Initial Outside Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 7, 49 Intellectual Property 7 IPUC 7 IPUC Notification Filing 7 IRS 7 Knowledge of Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 7 Law 7 Leased Real Property 8, 28 License Agreements 8, 29 Losses 8 March 31 Calculations 8 Marks 8 Material Breach 16 UCC 5 Adverse Effect 8 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January Easement Agreements 9, 201328 Multiemployer Plan 9 Net PP&E Amount 9 Offering Materials 9, between 46 Owned Real Property 9, 28 Patents 9 Permits 9, 22 Permitted Encumbrance 9 Person 10 Pre-Closing Straddle Period Taxes 10 Pre-Closing Tax Period 10 Pre-Closing Tax Returns 10 Purchase Price 10 Purchaser 1, 10 Purchaser Governmental Filings 10, 31 Purchaser Indemnified Parties 10 Purchaser Material Adverse Effect 10 Purchaser Savings Plan 10, 37 Purchaser Warranty Claim 10 Real Property 11 Refund 11, 45 Representatives 11 Seller 1, 11 Seller Deferred Compensation Plan 11 Seller Disclosure Schedule 11 Seller Indemnified Parties 11 SERP Accrual 11 Shares 1, 11 Solvent 11 Straddle Period 12 Straddle Period Tax Returns 12 Subsidiary 12 Target Adjusted Net Working Capital 12 Target Aggregate Net Company Indebtedness 12 Target Net PP&E Amount 12 Tax 12 Tax Benefits 12 Tax Return 12 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Litigation 12 Terminating Contracts 12, 42 Title IV Plan 12, 25 Trade Secrets 13 Trademarks 13 Transfer Taxes 13 THIS STOCK PURCHASE AGREEMENT is made and entered into and effective as of the 1st day of July, 2008 (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing this "Agreement”"), to be dated as of January 1by and between Intermountain Industries, 2013 between PurchaserInc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer an Idaho corporation (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”"Seller"), and Situs HoldingsMDU Resources Group, LLCInc., as trust advisor a Delaware corporation (the “Trust Advisor”"Purchaser"). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Terms Acquisition Proposals Affiliates Agreement 1 Officer’s Audited Financial Statements Average Closing Price Bankruptcy and Equity Exception Bylaws Cash Consideration Stockholders Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Charter Closing Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Code Company Company Compensation and Benefit Plans Company Disclosure Schedule Company Financial Statements Company IP Rights Company Material Adverse Effect Company Non-U.S. Compensation and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Benefit Plans Company Option Company Pension Plan Company U.S. Compensation and Benefit Plans Competitive Activities Confidentiality Agreement Constituent Corporations Contracts Conversion Number Covered D&O Indemnitees Credit Agreement Deductible Amount Delaware Certificate of Merger DGCL Effective Time Employees Encumbrances Environmental Law Equity Value ERISA ERISA Affiliate ERISA Plans Estimated 2003 Bonus Amount FIRPTA Compliance Certificate GAAP GSC Indemnified Parties GSC Partners GSC Partners Cash Portion GSC Partners Cash Warrant Payment GSC Warrant Governmental Consents Governmental Entity Hazardous Substance HSR Act Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Cap Indemnification Payment Indemnifying Party Indemnitee Indemnitor Ingelsby Debt Inventory IP Licenses IP Rights IRS Issued Share Number Issued Share Value Judgment Laws Leased Real Property Liquidation Losses Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December Contracts Merger Merger Consideration Merger Sub Multiemployer Plan NYSE October 31, 20122002 Financial Statements October 31, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 2003 Financial Statements Order Other Indemnifying Stockholder Owned Real Property Parent Parent Common Stock Parent Disclosure Schedule Parent Indemnified Parties Parent Material Adverse Effect Parent Preference Shares Parent Reports Per Share Amount Permitted Encumbrance Person Preferred Shares Printing Business Proceedings Receivables Registration Rights Agreement Related Party Contract Representatives SEC Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”Senior Managers Share Shareholder Vote Shares Special Dividend Stockholders Stockholders Agreement Stockholders' Representative Stockholders' Representative Objection Subordinated Debt Subsidiary Surviving Corporation Takeover Statute Tangible Personal Property Tax Taxable Taxes Tax Return Third-Party IP Rights TSX Voting Debt Working Capital Working Capital Certificate Working Capital Objection Period Working Capital Post-Closing Adjustment Working Capital Targeted Amount Section 6.2 6.3(a) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Preamble 5.1(e)(i) 4.5 5.1(c)(i) 2.2 4.1(a) 4.1(d) 2.1 1.2 1.2 4.2(g) Preamble 5.1(h)(i) 5.1 5.1(e)(i) 5.1(o)(ii)(A) 5.1(a)(ii) 5.1(h)(ii) 4.4(a) 5.1(h)(ii) 5.1(h)(ii) 6.8(b) 6.4 Preamble 5.1(d)(ii) 4.5 6.14 6.7(b) 9.4(i) 1.
Appears in 1 contract
Sources: Merger Agreement (Moore Wallace Inc)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms used in this Agreement have the meanings ascribed to them on the pages indicated below: Accounting Firm 30 Affiliate 41 Agreement 1 Officer’s Certificate 6 APSU 41 ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇ Global Opco Group 41 BGC Holdings 1 BGC Holdings Exchange Ratio 42 BGC Holdings Exchange Right Interest 42 BGC Holdings Exchangeable Limited Partnership Interest 41 BGC Holdings Founding Partner Interest 42 BGC Holdings General Partnership Interest 42 BGC Holdings GP 1 BGC Holdings Group 42 BGC Holdings Limited Partnership ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ Holdings Material Adverse Effect 18 BGC Holdings Regular Limited Partnership ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Holdings REU Interest 42 BGC Holdings Special Voting Limited Partnership Interest 42 BGC Holdings Working Partner ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ Partners 1 BGC Partners Board 2 BGC Partners Board Recommendation 24 BGC Partners Book-Entry Share 6 BGC Partners Certificate 6 BGC Partners Class A Common Stock 42 BGC Partners Class B Common Stock 43 BGC Partners Closing Price 43 BGC Partners Common Stock 43 BGC Partners Equity Awards 12 BGC Partners Group 43 BGC Partners Inc. Group 43 BGC Partners Indemnified Person 26 BGC Partners Material Adverse Effect 22 BGC Partners Preferred Stock 22 BGC Partners Restricted Stock Award 12 BGC Partners RSU Award 12 BGC Partners Separation Agreement 43 BGC Partners Stockholder Approval 24 BGC U.S. Opco 1 BGC U.S. Opco Group 43 Board of Sale 2 Other Mortgage Loans Directors 43 Business Day 43 Cancelled Shares 6 Cantor 1 Cantor Group 43 Certificate Administrator 1 Pooling and Servicing Agreement 1 of Corporate Merger 3 Certificate Purchase Agreement 1 Preliminary Memorandum 1 of Holdings Merger 3 Certificate of Holdings Reorganization Merger 3 Certificates 1 Private Certificates 1 of Merger 3 Class A Stock Consideration 11 Class B Stock Consideration 7 Closing 3 Closing Date 3 Code 43 Consent Solicitation Statement 27 Contract 20 Corporate Merger 2 Prospectus Supplement Demand 30 DGCL 1 Collateral Information 10 Public Certificates DLLCA 1 Crossed Mortgage Loans 17 Purchaser DRULPA 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Effective Time 3 Equivalent Holdings Equity Interest 5 Exchange Act 20 Exchange Agent 13 Exchange Fund 13 Exchange Ratio 43 Excluded Interests 12 Existing Holdings Equity Interest 5 Existing Maximum Class B Amount 31 Form S-4 27 Former Partner Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Founding Partner 43 Founding Partner Unit 43 GAAP 44 Governmental Entity 44 Grant ▇▇▇▇ ▇▇ ▇▇-▇▇▇▇ ▇▇ Holdco 1 Holdco Class A Common Stock 44 Holdco Class B Common Stock 44 Holdco Common Stock 44 Holdco Preferred Stock 23 Holdco RSA 12 Holdco RSU Award 12 Holdings Merger 2 Holdings Merger Sub 1 Holdings Reorganization Effective Time 3 Holdings Reorganization Merger 1 Indemnified Taxes 30 Intentional Breach 44 Interest 44 IRS 44 Joint Committee 2 Law 44 Legal Restraint 32 Letter of Transmittal ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ Material Adverse Effect 44 Merger Consideration 11 Merger Sub 1 1 Merger Sub 2 1 Merger Subs 1 Mergers 1 Nasdaq 44 Newmark Group 45 NLPU 45 Non-Participating ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ NPPSU 45 NPREU 45 NPSU 45 NREU 45 Objection 30 Organizational Documents 45 Other BGC Holdings Limited Partnership ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ PPSE 46 PPSU 46 Preferred ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ PSE 46 PSI 46 PSU 46 Regulatory Law 46 Relevant Period 31 Representative 46 Restricted Partnership ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ SEC 47 Secretary of State 3 Securities Act 18 SOL Date 30 Specified Share Number 31 Stock Consideration 11 Subsidiary 47 Surviving Corporation 3 Surviving LLC 3 Takeover Laws 21 Tax 47 Tax Counsel 47 Tax Return 47 Taxes 47 Termination Date 34 Trading Day 48 Treasury Regulations 48 Uncertificated ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:11 wholly owned Subsidiary 41 Working Partner Unit 48
Appears in 1 contract
Sources: Corporate Conversion Agreement (BGC Partners, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 2011 Annual Bonuses 52 Acquiror 1 Affected Loan(s) 17 MOU 25 Acquiror Common Stock 3 Acquiror Disclosure Letter 33 Acquiror Plans 51 Acquiror Preferred Stock 6 Acquiror Ratio 61 Acquiror Regulatory Agreement 40 Acquiror Reports 36 Acquiror Starting Price 61 Acquisition Proposal 49 affiliate 32 Agreement 1 Officer’s Average Determination Price 61 Bank Merger 8 Bank Merger Agreement 8 Bank Merger Approvals 58 Business Day 2 Cash Consideration 3 Cash Conversion Number 5 Cash Election 3 Cash Election Number 5 Cash Election Shares 3 CERCLA 29 Certificate 6 ▇▇▇▇ 4 Certificate of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum Merger 1 Certificates 1 Private Certificates 1 4 Change in Company Recommendation 47 Closing 2 Closing Date 2 Prospectus Supplement Code 1 Collateral Information Company 1 Company Board Approval 24 Company Common Stock 2 Company Contract 26 Company Disclosure Letter 12 Company Employees 22 Company Insiders 56 Company Option 6 Company Preferred Stock 14 Company Recommendation 47 Company Regulatory Agreement 27 Company Reports 17 Company Restricted Stock 7 Company Severance Pay Plan 52 Company Stock Incentive Plans 7 Company Stockholders Meeting 47 Confidentiality Agreement 47 control 32 Covered Employees 51 CRA 32 Derivative Transaction 33 Determination Date 62 DGCL 1 Dissenting Shares 4 Effective Time 1 Election 8 Election Deadline 9 End Date 60 Environmental Laws 29 ERISA 22 ERISA Affiliate 23 Exchange Act 17 Exchange Agent 8 Exchange Agent Agreement 8 Exchange Fund 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Exchange Ratio 3 FDIC 14 FHLB 14 Final Judicial Determination 20 SellerIndex Price 62 Form of Election 8 Form S-4 17 Foundation 56 GAAP 12 Governmental Entity 17 Holder 8 Indemnified Parties 53 Index 62 Index Ratio 61 Initial Index Price 62 Insurance Amount 54 IT Assets 30 knowledge 65 Law 16 Letter of Transmittal 10 Liens 15 Loans 30 Material Adverse Effect 12 Materials of Environmental Concern 29 Merger 1 Merger Consideration 3 MHPF 16 NASDAQ 6 Non-Election Shares 3 Notice of Dissenter’s Intent 9 Notice Period 48 Option Consideration 7 OTS 36 Per Share Amount 3 person 65 Plans 22 Proprietary Rights 30 Proxy Statement/Prospectus 8 Required Company Vote 24 Requisite Regulatory Approvals 57 SEC 17 Section 16 Information 56 Securities Act 17 Shortfall Number 5 Significant Subsidiary 34 Stock Consideration 3 Stock Election 3 Stock Election Shares 3 Subsidiary 13 Final Memorandum Superior Proposal 49 Surviving Company 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Tax 22 Tax Return 22 Taxes 22 Termination Payment 62 willful and material breach 62 This AGREEMENT AND PLAN OF MERGER, dated as of January 20, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 9is entered into by and between People’s United Financial, 2013Inc., between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC a Delaware corporation (“SellerAcquiror”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sellDanvers Bancorp, and Purchaser agrees to purchaseInc., certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 25 Agreement 1 26 Borrower Right 22 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 2 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 18 Seller Reporting Information 14 Final Judicial Determination Dispute 20 Seller’s Information 13 Final Memorandum 14 Excluded Mortgage Loan Special Servicer. 1 Special Servicer 1 Final Judicial Determination 21 Trust 1 Final Memorandum 2 Trust Advisor 1 Indemnification Agreement 13 Trust 14 Trustee 1 Initial Purchasers 1 Trust Advisor 1 UCC 5 Master Servicer 1 Trustee Underwriters 1 Material Breach 16 UCC 5 17 Underwriting Agreement 1 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 17 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9April 10, 2013▇▇▇▇, between ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Capital Holdings LLC ▇▇▇▇, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January April 1, 2013 2015, between Purchaser, as depositor, ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), and ▇▇▇▇▇ Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), certificate registrar and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”)authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C22, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C22 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, CIBC World Markets Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-BX-B, Class D, Class E, Class F, Class G, Class H H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3March 30, 2013 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Securities 15 Additional Unitholder 1 Affected Loan(s) 17 MOU 25 Affiliate 1 Affiliated Institution 1 Agreement 1 Officer’s Approved Sale 38 Board 1 Board Governance Exceptions 2 Business 2 Capital Contributions 2 Certificate 2 Check-the-Box Election 1 Chosen Courts 53 Class A Unit 2 Class A Unpaid Yield 2 Class A Unreturned Capital 2 Class A Yield 2 Class B Unit 2 Class S Unit 2 Class S Unpaid Yield 3 Class S Unreturned Capital 3 Class S Yield 3 Code 3 Company 1 Company Equity Securities 3 Company Interest 3 Confidential Information 56 Contractual Appraisal Rights 49 Court of Chancery 53 Delaware Act 3 Delaware Federal Court 53 Distribution 3 Electing Holder 42 Election Notice 41 Event of Withdrawal 4 Executive 4 Executive Manager 25 Fair Market Value 4 Family Group 37 Fiscal Year 4 Governmental Entity 4 Group of Unitholders 4 Incentive Units 16 Indemnitee 4 Institutional Holder 4 Investor Purchase Agreement 4 Investors 5 Liens 5 Management Co-Invest Units 16 Management Equity Agreement 5 Management Unitholder 5 Manager 5 New Securities 5 Offer Notice 41 Offering Period 41 Officers 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Original Agreement 1 Certificate Purchase Other Business 19 Other Unitholders 35 Permitted Transferees 37 Person 6 Preemptive Rights Holders 41 Pro Rata Portion 43 Proceeding 31 Proportionate Share 41 Public Offering 6 Recapitalization 49 Registration Rights Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements 6 Related Entity 24 Related Institutional Person 6 Relative 24 Remaining Securities 42 Required Interest 6 Rollover Agreements 6 Rollover Investors 7 Sale Notice 35 Sale of the Company 8 Securities 8 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 8 Seller and Purchaser hereby agree as follows:Representative 40 Side Letter 52 Subject Units 52 Subsidiary 8 Substituted Unitholder 9 TB DF 9 TB DF_Managers 25 TB DFA 9 TB DFA Managers 25 TB DFII 9 TB DFII Managers 25 TB DFII-A 9 TB DFII-A Managers 25 TB Funds 9 TB Managers 25 Transaction Documents 9 Transfer 9 Transferee 9 Transferred 9 Transferring Investor 35 Unit 9 Unit Ledger 15 Unitholder 9 Unvested Class B Units 10
Appears in 1 contract
Sources: Limited Liability Company Agreement (Project Angel Parent, LLC)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Acquired Assets 2 Acquired Real Property 2 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Agreement Dispute 44 Allocation 38 Allocation Methodology 38 Allocation Objection Notice 38 Assigned Contracts 2 Other Mortgage Loans Assignment and Assumption Agreement 8 Assumed Liabilities 3 Backup Bidder 19 Bankruptcy Cases 1 Certificate Administrator Bankruptcy Code 1 Pooling and Servicing Agreement Bankruptcy Court 1 Certificate Purchase Agreement Bidding Procedures Order 1 Preliminary Memorandum Canadian Court 1 Certificates Canadian Recognition Proceedings 1 Private Certificates Cash Payment 5 CCAA 1 Chosen Courts 44 Closing 7 Closing Date 7 Closing Date Payment 6 Closing Escrow 7 Closing Statement 11 Closing-Related Costs 10 Conditions Certificate 34 Cure Costs 3 Dataroom 14 Debt Commitment Letter 16 Debtors 1 Deposit 6 Designated Purchaser 41 Disputed Amounts 11 DOJ 23 Effect 51 Enforceability Exceptions 12 Environmental Liabilities 3 Escrow Agent 6 Excluded Assets 2 Prospectus Supplement Excluded Liabilities 4 Express Representations 14 Financing 16 Foreign Representative 1 Collateral FTC 23 Fundamental Representations 33 Independent Accountant 11 Information 10 Public Certificates Presentation 14 Lenders 16 Non-Recourse Party 42 Outside Date 35 Parties 1 Crossed Mortgage Loans 17 Party 1 Petition Date 1 Pro-Rated Amount 33 Prorations 9 Purchase Price 5 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Rolling Stock 31 Schedule 11 Schedules 12 Seller 1 Seller Broker 14 Seller Support Obligations 29 Sellers 1 Defective Mortgage Loan Bidder Approval Date 17 Seller Defeasance Rights and Obligations 21 Dispute Specified Uses 16 Successful Bidder 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January Title Company 7 Transfer Taxes 37 Yellow 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounting Firm 12 Actual Balance Sheet 11 Actual Net Working Capital 11 Additional Financial Statements 44 Additional Transaction Bonuses 1 Affected Loan(s) 17 MOU 25 Affiliate 2 Agreement 1 Officer’s Antitrust Division 37 Balance Sheet Date 19 Certificate of Merger 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 14 Closing 47 Closing Date 2 Prospectus Supplement Closing Transaction Bonus Payout Amount 10 Code 2 Company 1 Collateral Information 10 Public Certificates Company Balance Sheet 19 Company Closing Costs 2 Company Common Stock 2 Company Material Adverse Effect 2 Company Preferred Stock 17 Company Securities 13 Company Stock 2 Company Stock Option 9 Company Stock Option Exercise Price 9 Company Subsidiary 2 Company Warrant 2 Company Warrant Exercise Price 9 Confidentiality Agreement 36 Constituent Corporations 6 Covered Parties 40 Covered Party 40 D&T 12 Dataroom 3 Declaration 53 DGCL 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Dissenting Shares 8 Effective Time 3 Employee Plan 27 Environmental Law 3 Environmental Permit 3 ERISA 3 ERISA Affiliate 3 Escrow Agent 14 Escrow Agreement 14 Escrow Amount 14 Escrow Fund 14 Estimated Merger Consideration 11 Estimated Net Working Capital 11 Estimated Per Share Merger Consideration 11 Excess Payment 13 Exchange Act 3 Exchange Agent 14 Exchange Fund 14 Final Judicial Determination 20 Seller’s Information Statement 13 Final Memorandum Financial Statements 19 Financing 33 Financing Commitment 33 FIRPTA Certificate 15 FTC 37 Fully Diluted Basis 3 GAAP 3 Good Faith Deposit 47 Governmental Antitrust Authority 37 Governmental Entity 3 Hazardous Materials 3 HSR Act 3 Indebtedness 4 Intellectual Property 30 Intercompany Indebtedness 4 Interest Factor 4 IRS 4 Judgment 4 knowledge 4 Law 4 Leased Premises 25 Letter of Transmittal 14 Liabilities 4 Lien 4 Material Contracts 27 Merger 1 Merger Consideration 10 Merger Sub. 1 Net Working Capital 11 Notice of Disagreement 12 Oak Hill 1 Owned Property 25 Parent 1 Parent Closing Costs 4 Payment Shortfall 13 Per Share Merger Consideration 11 Permits 5 Person 5 Proceeding 5 PWC 44 Recipients 13 Requisite Regulatory Approvals 5 SEC 5 Secretary of State 6 Securities 41 Securities Act 5 Special Servicer Costs 5 Stock Option Plan 9 Stockholder Approval 5 Stockholder Notice 43 Stockholders 1 Indemnification Stockholders Agreement 13 Trust 5 Stockholders Representative 1 Initial Purchasers Subsidiary 5 Surveys 26 Surviving Corporation 6 Target Net Working Capital 5 Tax Return 23 Taxes 23 Transaction Bonus Agreements 6 Warrant Agreement 6 Working Capital Adjustment Amount 11 Working Capital Statement 11 Written Consent 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (“Agreement”the "AGREEMENT"), dated as September 15, 2006, among TravelCenters of January 9America, 2013Inc., between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC a Delaware corporation (“Seller”) the "COMPANY"), Hospitality Properties Trust, a Maryland real estate investment trust ("PARENT"), HPT TA Merger Sub Inc., a Delaware corporation and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. a wholly-owned subsidiary of Parent (“Purchaser”"MERGER SUB"). Seller agrees to sell, and Purchaser agrees to purchaseOak Hill Capital Partners, certain mortgage loans listed on Exhibit 1 hereto L.P., a Delaware limited partnership (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”"OAK HILL"), to be dated solely in its capacity as the representative for the stockholders of January 1, 2013 between Purchaser, the Company as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer further provided herein (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”"STOCKHOLDERS REPRESENTATIVE"), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 Bank of America Lender Successor Borrower Right 22 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 2 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 2 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9October 28, 2013▇▇▇▇, between ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Mortgage Capital Holdings LLC ▇▇▇▇, National Association (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January November 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), excluded special servicer (in such capacity, the “Excluded Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo BankLNR Partners, National AssociationLLC, as custodian general special servicer (the “CustodianGeneral Special Servicer”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C26, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Securities 17 Distribution 4 Additional Unitholder 1 Affected Loan(s) 17 MOU 25 EBITDA 4 Adjusted Capital Account Deficit 1 Employee Unitholder 5 Affiliate 2 Equity Plan 5 Affiliated Institution 2 Equity Securities 5 Agreement 1 Officer’s 2 Estimated Tax Liability 29 Approved Sale 50 Event of Withdrawal 5 Board 2 Excess Operating Cash 27 Book Value 2 Executive Manager 32 Business 2 Fair Market Value 5, 59 Call Price 2 Family Group 5 Capital Account 2 Fiscal Quarter 5 Capital Contributions 2 Fiscal Year 6, 15 Capital Incentive Units 11 GAAP 62 Certificate 3 Governmental Entity 6 Class B ▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 28 Closing 3 Indemnified Person 38 Code 3 Initial Units 6 Company 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Institutional Holder 6 Company Equity Value 3 Investor 6 Company Interest 3 Investor Manager 32 Delaware Act 3 Investor Manager Minimum Percentage 32 Designated Put Schedule 3 Investor Managers 32 Investor Votes 35 Residual ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank ▇ ▇▇▇ ▇▇ Residual Units 8 Issuance Closing 18 Sale of America the Company 8 Issuance Notice 18 Securities Act 8 Liens 6 Seller Representative 51 Losses 6 Senior Management Agreement 4 Management Unitholder 6 ▇▇▇▇▇▇▇▇ 8 Manager 6 ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and Manager Minimum Percentage 32 Minimum Gain 6 ▇▇▇▇▇▇▇▇ Lynch, Pierce, Managers 32 Net Loss 7 ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and Stockholder 8 Net Profit 7 Specified Person 8 New Securities 7 Subject Unitholders 65 Non-Indemnifiable Matters 39 Subsidiary 9 Notice 46 Substituted Unitholder 9 NSAM Stock 53 Tag-Along Notice 49 Officers 7 Tag-Along Transfer 10 Other Business 24 Tag-Along Unitholders 49 Participating Capital Incentive Unit 28 Tax 9 Participating Residual Unit 28 Tax Distribution 29 Participation Threshold 20 Tax Distribution Conditions 29 Permitted ▇▇▇▇▇▇▇▇ Lynch, Pierce, Transfer 7 Tax Matters Partner 46 Permitted ▇▇▇▇▇▇▇▇ & Transfer 1% Cap 7 Taxable Year 9 Permitted ▇▇▇▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Transferee 7 Taxes 9 Permitted ▇▇▇▇▇▇▇▇ Transferor 7 Termination Date 9 Permitted Transferee 48 Transaction Documents 9 Person 7 Transfer 9 Pro Rata Allotment 18 Transfer Actions 10 Proceeding 39 Transferee 10 Profits 8 Transferred 10 Put Price 8 Transferring Investor 49 Qualified Holder 18 Treasury Regulations 10 Redemption Date 8 Unit 11 Regulatory Allocations 44 Unit Ledger 16 Required Interest 8 Unitholder 11
Appears in 1 contract
Sources: Limited Liability Company Agreement (NorthStar Asset Management Group Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 21 Mortgagor 1 Affected Loan(s) 17 19 MOU 25 27 Agreement 1 Officer’s Certificate 6 7 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 11 Public Certificates 1 Crossed Mortgage Loans 17 19 Purchaser 1 Cure Request 16 18 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 17 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Dispute 19 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Judicial Determination 20 Memorandum 1 Seller’s Information 13 Final Memorandum 14 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Special Servicer 1 Indemnification Agreement 13 Master Servicer 1 Trust 1 Initial Purchasers 1 Material Breach 18 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 18 Trustee 1 Mortgage File 3 UCC 5 Mortgage Loan Schedule 2 Underwriters 1 Mortgage Loans 1 Underwriting Agreement 1 Mortgage Loan Schedule Note 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9November 19, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Starwood Mortgage Capital Holdings Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January November 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National AssociationCWCapital Asset Management LLC, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C27, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C27 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Incorporated, CIBC World Markets Corp., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC and SG Americas Securities, LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class X-E, Class X-F, Class X-GH, Class X-J, Class D, Class E, Class F, Class G, Class H H, Class J, Class V, Class R and Class R HMD Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and SG Americas Securities, LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3November 6, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 13, 2015 and November 17, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9December 2, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC UBS Real Estate Securities Inc. (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January December 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank W▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo BankRialto Capital Advisors, National AssociationLLC, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital I Trust 20132015-C7UBS8, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 UBS8 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, UBS Securities LLC and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, PierceLLC, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇LLC, M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated and UBS Securities LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3November 18, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2015-Ubs8)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following terms used herein but not defined herein shall have the meanings assigned given to them in such terms on the Pooling page numbers set forth below: $ 3 Account 29 Account Contracts 12 Accounting Firm 21 Accounting Principles 2 Accounts Receivable 2 Accounts Schedule 29 Acquired Assets 11 Acquisition 11 Affiliate 2 AFIC 1 AFIC II 1 Agreement 1 Alternative Transaction 50 Assumed Liabilities 15 At Risk Client Balances 24 Average Earnout Period Index 23 Base Purchase Price 2 BidPay 1 Business 1 Business Day 2 Business Permits 43 Business Trade Rights 2 Cap 65 Cash Balance Plan 16 Check Freight 1 Claim 2 Claim Notice 66 Closing 19 Closing Bonus 58 Closing Data Tape 21 Closing Date 19 Closing Net Funds Employed 2 Closing Premium 2 Closing Statement 21 Code 2 Collecting Party 25 Competitive Business 51 Competitor 51 Confidentiality Agreement 53 Contracts 3 control 2 controlled by 2 Controlling Party 68 Credit and Servicing Agreement. The Class A-1, Class A-2, Class ACollection Policies 3 Data Tape 3 De Minimis Amount 65 Deductible Amount 65 Direct Claim 66 dollars 3 Earnout Amount 23 Earnout Period 24 Earnout Statement 23 Employee Plans/Agreements 38 Employees 57 Environmental Laws 3 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 3 Estimated Net Funds Employed 3 Estimated Total Post-AB, Class A-3, Class A-4, Class XClosing Bonus Payments 58 Excess Earnout Index 24 Excess Earnout Percentage 24 Excluded Assets 14 Excluded Liability 15 Excluded Tax Liability 16 Facilities 1 Factoring Agreements 12 Factoring Company Guide 1 Filing Party 49 Final Closing Net Funds Employed 22 Final Foreign Cash Amount 23 Final Total Post-A, Class AClosing Bonus Payments 58 Financial Statements 28 Foreign Cash Amount 2 Fundamental Representations 64 GAAP 28 ICC 1 ICC Chase Credit Facility 4 ICC Financial Statements 28 Indemnified Parties 65 Indemnifying Party 66 Index Value 24 Individual Sellers 4 Information 52 Insurance Policies 35 IRS 4 Knowhow 4 knowledge of Seller 4 Laws 4 Leased Property 34 Liability 4 Liens 4 Litigation 4 Losses 4 Material Adverse Effect 30 Material Contract 5 Maximum Earnout 24 Mistakenly Transferred Assets 18 New Mexico Facility 1 Non-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Collecting Party 25 Non-Controlling Party 68 Notice of Disagreement 21 Office 99 Accounts 2 Orders 27 Other Transaction Documents 5 Outside Date 63 Party 5 Payoff Letters 20 Payroll Tax Shortfall 58 PEO Agreements 38 PEOs 5 Permits 5 Permitted Liens 5 Person 5 Personal Goodwill 5 Personal Property 12 Post-Closing Bonus 58 Post-Closing Bonus Adjustment 58 Post-Closing Tax Period 5 Pre-Closing Tax Period 5 Premises Lease Amendments 61 Prepaids Amount 2 Purchase Price 11 Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between 1 Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class XIndemnified Parties 64 Purchaser Obligations 73 Purchaser Parent 1 Purchaser’s Allocation Notice 56 Qualified Employee 58 Recent Balance Sheet 28 Records 13 Release 6 Required Third Party Consents 61 Sample Closing Statement 6 Seller Disclosure Schedule 25 Seller Indemnified Parties 65 Seller Trade Rights 6 Sellers 1 Sellers’ Allocation 56 Sellers’ Obligations 73 Settlement Accounts 12 Signing Data Tape 6 Straddle Period 57 Tax 6 Tax Claim 68 Tax Proceeding 6 Taxes 6 Technology 12 Technology Connectivity 56 Texas Courts 72 Texas Facility 1 Third-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Party Claim 66 Total Closing Bonus Payments 58 Trade Rights 6 Transaction Documents 6 Transfer 7 Transfer Taxes 7 Transferred Accounts Receivable 12 Transferred Contracts 12 Transferred Employee 58 Transferred Intellectual Property 12 Transferred Leases 12 Transferred Personal Property 12 Transferred Personnel Files 13 Transferred Records 13 Treasury Regulations 7 under common control 2 Waste 7
Appears in 1 contract
Sources: Asset Purchase Agreement
INDEX OF DEFINED TERMS. 15Ga-1 Abatement Period 9 Landlord Default 23 ADA 14 Landlord’s Broker 2 Additional Rent 5 Late Charge 9 Additional Services 10 Late Delivery Rent Credit 4 Affiliates 18 Latent Defects 3 Alterations 13 Lease 1 Amortization Rate 8 Lease Month 4 Antenna 29 Lease Year 4 Arbitration Request 28 Leasehold Improvements 3 Base Building 2 MAI 28 Base Rent 1 Mechanical Systems 2 Brokers 2 NLT 4 Building 1 Notice Addresses 2 Building Standard 4 OFAC 10 Building Structure 2 Permitted Transferee 19 Mortgage Loans Business Hours 2 Premises 1 Affected Loan(s) Claims 17 MOU 25 Agreement Project 2 Code 19 Rent 9 Commencement Date 4 Repair Estimate 16 Common Areas 3 Riser Manager 11 Construction Allowance 2 RSF 1 Officercontrol 18 Scheduled Commencement Date 1 Control 19 Scheduled Term 1 Cost-Saving Expenses 6 Security Deposit 2 Current Market Rate 27 Space Plans E-1 Default Rate 23 Standard Services 10 Design Problem 13 Substantial Completion E-2 Encumbrance 20 Substantially Completed E-2 Estimated Additional Rent 8 Successor Landlord 21 Estimates 28 Taking 18 Execution Date 1 Taxes 5 Executive Order 10 Taxes applicable to the Base Year 5 Expenses 6 Telecommunication Services 11 Expenses applicable to the Base Year 6 Tenant 1 Expiration Date 4 Tenant Default 21 Extension Option 27 Tenant Delay Day E-2 Extension Term 27 Tenant’s Certificate Broker 2 Fitness Facility 30 Tenant’s Personal Property 4 Force Majeure 24 Tenant’s Share 1 Government Mandated Expenses 6 ▇▇▇▇ of Sale Tenant’s Wiring 11 Hazardous Materials 9 Term 4 Holidays 2 Other Mortgage Loans Transfer 18 HVAC 10 Use 1 Certificate Administrator Land 2 Working Drawings E-1 Landlord 1 Pooling Landlord and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Tenant enter into this Office Lease (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage LoansLease”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated Execution Date on the date hereof (the “Final Memorandum”) following terms, covenants, conditions and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as followsprovisions:
Appears in 1 contract
Sources: Office Lease (Enfusion, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Acquired Assets 2 Closing Date Payment 6 Acquired Real Property 2 Closing Escrow 7 Agreement 1 Officer’s Closing Statement 11 Agreement Dispute 41 Closing-Related Costs 10 Allocation 35 Conditions Certificate 31 Allocation Methodology 34 Cure Costs 3 Allocation Objection Notice 35 Dataroom 14 Assigned Contracts 2 Debtors 1 Assignment and Assumption Agreement 8 Deposit 6 ▇▇▇▇ of Sale Assumed Liabilities 3 Designated Purchaser 38 Backup Bidder 17 Disrupted Amounts 11 Bankruptcy Cases 1 DOJ 21 Bankruptcy Code 1 Effect 48 Bankruptcy Court 1 Enforceability Exceptions 12 Bidding Procedures Order 1 Environmental Liabilities 3 Canadian Court 1 Escrow Agent 6 Canadian Recognition Proceedings 1 Excluded Assets 2 Other Mortgage Loans Cash Payment 5 Excluded Liabilities 4 CCAA 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates Express Representatives 14 Chosen Courts 41 Foreign Representative 1 Closing 7 FTC 21 Closing Date 2 Prospectus Supplement 7 Fundamental Representations 29 Independent Accountant 11 Schedule 11 Information Presentation 14 Schedules 11 Non-Recourse Party 39 Seller 1 Collateral Information 10 Public Certificates Outside Date 32 Seller Broker 14 Parties 1 Crossed Mortgage Loans Seller Support Obligations 25 Party 1 Sellers 1 Petition Date 1 Specified Uses 16 Pro-Rated Amount 30 Successful Bidder 17 Prorations 9 Title Company 7 Purchase Price 5 Transfer Taxes 34 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Yellow 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Rolling Stock 27
Appears in 1 contract
Sources: Asset Purchase Agreement (Saia Inc)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Defined Terms Page 1099 Contractor 1 Affected Loan(sAcquiror 1 Acquiror Indemnified Parties 58 Acquiror Plans 51 Acquiror’s 401(k) 17 MOU 25 Plan 50 Acquisition 40 Action 1 Active Business Employees 49 Affiliate 1 Agreement 1 Officer’s Certificate 6 Ancillary Agreements 1 Antitrust Clearance 54 Approvals 37 Assumed Company Plans 11 Assumed Contracts 10 Assumed Liabilities 13 Audited and Reviewed Financial Statements 40 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Sale, Assignment and Servicing Assumption Agreement 1 Certificate Purchase Agreement Books and Records 11 Business 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Confidential Information 47 Business Day 2 Business Employees 2 Closing 16 Closing Amount 16 Closing Date 16 Closing Net Working Capital 18 Closing Receivables 44 Closing Target 18 COBRA 28 Code 2 Prospectus Supplement Company 1 Collateral Company Confidential Information 47 Company FSA 51 Company FSA End Date 51 Company Indemnified Parties 59 Company Marks 2 Company Plan 28 Company’s 401(k) Plan 50 Company’s Knowledge 6 Defined Terms Page Confidentiality Agreement 37 Consultation Period 18 Continuing Support Obligation 41 Contract 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Control 2 Corporate Policies 42 Current Assets 2 Current Liabilities 2 Deductible Amount 58 Direct Claim 60 Disclosure Schedule 20 End Date 56 Environmental Condition 2 Environmental Law 3 Environmental Permit 3 Equipment 11 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 18 Excluded Assets 11 Excluded Employees 3 Excluded Liabilities 14 Final Judicial Determination Closing Statement 19 Final Net Working Capital 19 Financial Statements 22 Financing 3 Financing Sources 3 Financing Sources Related Parties 3 Fraud 3 FSA Balances 52 FSA Participants 51 Fundamental Representations 4 GAAP 4 Governmental Entity 4 Governmental Order 4 Hazardous Material 4 HSR Act 4 Inactive Business Employee 4 Indebtedness 4 Indemnified Party 59 Indemnifying Party 59 Independent Accounting Firm 18 Indian Business Assets 9 Indian Business Employee 5 Insurance Policies 31 Intellectual Property 5 Inventory 5 IP Assignment Agreements 5 IRS 5 IT Asset Contract 5 IT Assets 5 Joint Defense Agreement 6 Knowledge of the Acquiror 6 Knowledge of the Company 6 Law 6 Leased Real Property 6 Legal Process 47 Liabilities 6 Lien 6 Local Agreements 49 Losses 6 Material Adverse Effect 6 Material Customers 31 Material Suppliers 31 Net Working Capital 7 New York Courts 67 Non-Reimbursable Losses 63 Notice of Disagreement 18 Parent 1 Permits 24 Permitted Liens 7 Person 7 Post-Closing Adjustment 20 Seller’s Information Post-Closing Consents 39 Pre-Closing Insurance Matter 42 Pre-Closing Period 34 Pre-Closing Tax Period 8 Product 8 PTO Rollover 49 Purchase Price 16 Real Estate Lease 8 Recall 30 Receivables 10 Reference Balance Sheet 22 Related to the Business 8 Release 8 Remedial Action 38 Representative 8 Required Payments 8 Retained Litigation 13 Final Memorandum 1 Special Servicer 1 Indemnification Review Period 18 Shared Contracts 8 Software 8 Specified Warranty Breaches 58 Straddle Period 8 Subsidiary 8 Support Obligations 41 Support Services 41 Target Net Working Capital 9 Tax 9 Tax Returns 9 Third Party Claim 59 Third Party Rights 16 Trademarks 5 Transaction Agreements 9 Transaction Expenses 9 Transfer Taxes 48 Transferred Assets 10 Transferred Employee 50 Transferred Employee Records 11 Transferred IP 10 Transition Services Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material 9 Warranty Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement 58 willful and material breach 57 This ASSET PURCHASE AGREEMENT, dated as of May 8, 2019 (this “Agreement”), dated as of January 9is made by and among HARSCO CORPORATION, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage LoansCompany”) as described herein. Purchaser will convey the Mortgage Loans to ), E&C FINFAN, INC., a trust Delaware corporation (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementAcquiror”), and, solely with respect to be dated as of January 1Section 11.19, 2013 between PurchaserCHART INDUSTRIES, as depositor, Midland Loan ServicesINC., a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice The following terms are first defined in this Agreement on the page referenced below: 280G Approval 56 Adjustment Amount 17 Agreement 5 Arbitrating Accountant 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Authorized Action 66 Business 5 Claims 15 Closing 19 Closing Date 2 Prospectus Supplement 1 Collateral 20 Closing Estimate Payment 17 Closing Pro Rata Percentage 15 Closing Statements 18 COBRA 35 Companies 5 Company 5 Company Intellectual Property 40 Company Software 7 Confidential Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 53 Continuing Employee 54 Deferred Purchase Price 18 Delivery Date 18 Disclosure Schedule 21 Dispute 19 Seller Reporting Information 14 18 Dispute Notice 18 Dispute Period 18 End Date 60 ERISA Affiliate 34 Escrow Agent 17 Escrow Agreement 17 Escrow Amount 17 Escrow Fund 17 Estimated Payment Excess 17 Estimated Purchase Price 16 Excluded Benefits 54 Final Judicial Determination Purchase Price 17 Financial Statements 26 GAAP 16 Government Authority 21 Individual Restrictive Covenant Agreement 5 Institutional Restrictive Covenant Agreement 5 Interim Financial Statement Date 26 Interim Financial Statements 26 IP Settlement Agreements 40 IRS 34 Labor Contract 32 Leased Real Estate 38 Liabilities 30 Material Contracts 32 Non-Disclosure Agreement 47 Payoff Deliverables 50 Payoff Letters 50 Permits 34 Post-Closing Pro Rata Percentage 17 Pre-Closing Period 45 Purchase Price 15 Purchase Price Allocation 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Purchaser 5 Purchaser Arrangements 56 Purchaser Parent 5 R&W Insurance Policy 24 Registered Intellectual Property 39 RSU Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 55 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 22 Seller and Purchaser hereby agree as follows:Indemnitees 59 Seller Released Claims 52 Seller Units 5 Sellers 5 Sellers’ Representative 5 Selling Group 65 Significant Customers 42 Significant Suppliers 42 Source Code 14 Straddle Period 56 Tail Policy 53 Technical Deficiencies 41 Trade Controls 43 Trade Secrets 10 Transaction Documents 21 Waived Benefit 55 WARN Act 23
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Acceptable Confidentiality Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Acceptance Time 19 Acquisition Proposal 2 Other Mortgage Loans Acquisition Sub 1 Certificate Administrator 1 Pooling and Servicing Acquisition Transaction 2 Affiliate 2 Agreement 1 Antitrust Law 2 Appraisal Shares 18 Arrangements 34 Assets 30 Business Day 2 Certificate Purchase 18 Certificate of Merger 17 Change 3 Changes 3 Code 2 Collective Bargaining Agreement 34 Company 1 Preliminary Memorandum Company Balance Sheet 2 Company Balance Sheet Date 2 Company Board 2 Company Board Recommendation 23 Company Board Recommendation Change 46 Company By-Laws 2 Company Capital Stock 2 Company Certificate of Incorporation 2 Company Common Stock 3 Company Disclosure Documents 26 Company Disclosure Letter 22 Company Equity Awards 21 Company Intellectual Property Rights 3 Company Material Adverse Effect 3 Company Options 4 Company Preferred Stock 4 Company Registered Intellectual Property Rights 4 Company Representatives 48 Company Restricted Stock 4 Company SEC Reports 25 Company Securities 25 Company Service 35 Company Stock Plans 4 Company Stockholders 4 Confidentiality Agreement 4 Consent 24 Continuing Directors 14 Continuing Employees 4 Contract 5 Covered Securityholders 34 D&O Insurance 50 DEA 36 Delaware Law 5 DGCL 16 DOJ 5 Effective Time 17 Employee Plans 32 Enforceability Exception 22 Environmental Law 5 Equity Award Amounts 5 Equity Interest 5 ERISA 5 Exchange Act 5 Exchange Fund 20 Existing Credit Agreement 5 Fairness Opinion 38 FDA 36 Financial Advisor 38 Foreign Benefit Plans 34 FTC 5 GAAP 5 Governmental Authority 5 Hazardous Substance 5 Healthcare Regulatory Authority 36 Healthcare Regulatory Permit 36 HHS 36 HSR Act 5 Indemnified Persons 49 Initial Expiration Date 11 Intellectual Property 5 Intervening Event 6 IRS 6 Knowledge 6 Law 6 Leased Real Property 29 Leases 29 Legal Proceeding 6 Liabilities 6 Lien 6 Material Contract 27 Merger 1 Certificates 1 Private Certificates 1 Merger Closing 17 Merger Closing Date 2 Prospectus Supplement 17 Merger Consideration 18 Minimum Tender Condition A-1 Offer 1 Collateral Information Offer Closing 12 Offer Closing Date 12 Offer Conditions 10 Public Certificates Offer Documents 12 Offer Price 1 Crossed Mortgage Loans 17 Purchaser Order 6 Outside Date 57 Owned Real Property 6 Parent 1 Cure Request Parent Expenses 59 Parties 1 Party 1 Paying Agency Agreement 19 Paying Agent 19 Permits 35 Permitted Liens 6 Person 7 Preliminary Proxy Statement 55 Promissory Note 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Proxy Statement 55 Recommendation Change Notice 46 Recommendation Change Notice Period 46 Registered Intellectual Property Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ 7 Related Party Transaction 38 Remedy 55 Representatives 44 Rights Plan 7 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 7 Schedule 14D-9 13 Schedule TO 12 SEC 7 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:7 Series A Preferred Stock 24 Short-Form Threshold 15 Software 7 Stockholder Approval 23 Stockholders' Meeting 55 Subsidiary 7 Subsidiary Securities 25 Superior Proposal 7 Surviving Corporation 17 Takeover Laws 23 Tax 8 Tax Returns 31 Termination Fee 59 Top-Up 15 Top-Up Closing 16 Top-Up Shares 15 Transfer Taxes 52 ARTICLE II THE OFFER
Appears in 1 contract
Sources: Merger Agreement (Bioclinica Inc)
INDEX OF DEFINED TERMS. 15Ga-1 Paragraph # ----------- ADA 9 Additional Rent 4 Agents 2 Alterations 12 Bank 7 Base Rent 4 Building 2 Building Amenities 12 Casualty Discovery Date 21 Commencement Date 3 Common Areas 2 Communications Systems 12 Computation Year 4 Condemnation 22 Conduit 12 CPA 4 Default 24 Due Diligence Period 58 Early Occupancy 3 Electric Service Provider 5 Emergency Generator 5 Environmental Laws 32 Expiration Date 3 Extension Notice 19 Mortgage Loans 57 First Offer Price 58 Force Majeure 54 Guarantor 24 Hazardous Materials 32 Holder 42 Insurance Expenses 4 Landlord Parties 39 Landlord's Agents 8 Landlord's Investment Advisors 15 Laws 9 Negotiation Period 58 Non-Structural Alterations 12 Normal Business Hours 5 Operating Expenses 4 Option 57 Option Period 57 Parking Areas 2 Premises 1 Affected Loan(sPrivate Restrictions 9 Project 2 Proportionate Share 4 Related Entity 23 Rent 4 Right of First Offer 58 Right of First Offer Notice 58 Rules and Regulations 41 Space Planning Expense 4 Structural Components 2 Successor Landlord 31 Superior Lease(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 31 Superior Lessor 31 Superior Mortgage(s) 31 Superior Mortgagee 31 Systems 4 Taxes 4 Tenant Allowance 4 Tenant's Agents 9 Tenant's Property 15 Term 3 Third Party Price 58 Third Party Terms 58 Utilities 4 Utility Expenses 4 Year 2000 Compliant 4 LEASE AGREEMENT BASIC LEASE INFORMATION Lease Date: February 1, 2000 Landlord: Conejo Valley Development Corporation, a California ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇ss: c/o Zeeco Trading 4523 North Houston School Road ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ & Co. LLC ▇▇ ▇▇▇ above address, with copies to: [Insert name and address of property manager]: --------------------------------- --------------------------------- --------------------------------- Attn: --------------------------- Phone: ( ) --- --------------------- Tenant: Broadcom Corporation, a California corporation Tenant's Contact Person: Director of Corporate Services Tenant's Address and Telephone Number: 16215 Alton Parkway Irvine, CA 92618 (949) 450-8700 Building Square Footage: Approximately Two Hundred ▇▇▇▇▇▇▇▇ Lynch, Pierce, (▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (,000) rentable square feet in such capacityone, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof partial two-story building (the “Underwriting Agreement”"Building" or "Project"), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Lease Agreement (Broadcom Corp)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 25 Acquired Intellectual Property 3 Acquired Lease 2 Acquired Leased Real Property 2 Agreement 1 Officer’s Certificate Agreement Dispute 63 Agreement Order 31 Allocation 57 Allocation Methodology 57 Anti-Corruption Law 27 Apportioned Obligations 58 Assigned Contract and Cure Schedule 6 ▇▇▇▇ of Sale Assigned Contracts 2 Other Mortgage Loans Assignment and Assumption Agreement 11 Assumed Cure Costs 5 Assumed Liabilities 5 Backup Bid Termination Date 32 Bankruptcy Cases 1 Certificate Administrator Bankruptcy Code 1 Pooling and Servicing Agreement Bankruptcy Court 1 Certificate Purchase Agreement Bankruptcy Rules 33 Business 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Confidential Information 51 Business Software 22 Cash Payment 9 Chosen Courts 63 Closing 10 Closing Date 2 Prospectus Supplement 11 Closing Date Payment 9 Collecting Party 40 Comprehensively Sanctioned Jurisdictions 26 Dataroom 28 Deposit 10 Designated Purchaser 60 Disclosure Schedules 61 Disputed Accounts Receivable 41 DOJ 44 Effect 71 Employees 41 Enforceability Exceptions 13 Environmental Permits 18 Escrow Agent 10 Excluded Assets 3 Excluded Contracts 3 Excluded Cure Costs 6 Excluded Insurance Policies 4 Excluded Liabilities 6 Express Representations 28 Filed SEC Documents 12 Financial Statements 13 Foreign Competition Laws 13 FTC 44 Fundamental Representations 53 Government Closure 44 Guaranteed Obligations 50 Guarantor 1 Collateral HIPAA 69 Inactive Employees 41 Indebtedness 35 Information Presentation 28 Inside Date 10 Public Certificates Insurance Policies 23 Invitae 1 Crossed Mortgage Loans 17 Material Contract 15 Misconduct Allegations 25 Non-Debtor Contract 6 Non-Executory Contract 6 Non-Recourse Person 61 Outside Date 55 Parties 1 Party 1 Permits 18 Permitted Purposes 51 Previously Omitted Contract 7 Projections 49 Purchase Price 9 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Plans 42 Reimbursement Amount 53 Retained Privileged Materials 4 Retained Receivables 40 Security Incident 20 Security Risk Assessments 21 Seller 1 Seller Support Obligations 48 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Successful Bidder 32 Transfer Offer 41 Transfer Taxes 57 Transferred Employees 41 WARN 24
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 20% Owner 1 Affected Loan(s) 17 MOU 25 Affiliated Institution 2 A&R Agreement 1 Officer’s Agreement 2 Additional Securities 19 Ancillary Documents 11 Additional Unitholder 1 Approved Sale 59 Adjusted Capital Account Deficit 2 available amount 28 Affiliate 2 Blocker Corporation 2 Board 2 GTCR Fund 5 Board Governance Exceptions 2 GTCR Investor 5 Book Value 2 GTCR Investor Representative 5 Business 3 GTCR Investor Votes 36 CABO 3 GTCR Management 5 CABO Entity 3 GTCR Manager 34 CABO Equity Purchase Agreement 3 GTCR Managers 34 CABO Investment 3 GTCR Unit Purchase Agreement 5 CABO Investor 3 Incentive Unit 5 CABO Managers 34 Income Tax Returns 49 Call Option Transfer 11 Indemnitee 6 Capital Account 3 Independent Manager 34 Capital Contributions 3 Institutional Holder 6 Certificate 3 Investor Manager 34 Chosen Courts 70 Investor Managers 34 Class A Units 12 Investor Residual 6 ▇▇▇▇ Class A Unpaid Yield 18 Investors 6 Class A Unreturned Capital 18 Issuance Closing 62 Class A Yield 18 Issuance Notice 62 Class B Units 18 Liens 6 Class C Units 18 Losses 6 Code 3 LTIP 6 Communications Laws 3 Management Unitholder 6 Company 1 Manager 6 Company Interest 4 Minimum Gain 7 Confidential Information 54 Net Loss 7 Court of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Chancery 70 Net Profit 7 Delaware Act 4 New Securities 7 Delaware Federal Court 70 Notice 51 Dispute 71 Officers 7 Distribution 4 Option Preference Amount 7 Equity Securities 4 Option Preference Distributions 30 Estimated Allocations 49 Option Preference Unpaid Yield 8 Estimated Tax Liability 31 Option Preference Yield 8 Event of Withdrawal 4 Original Agreement 1 Certificate Purchase Executive 4 Other Business 25 Executive Manager 34 Participating Class C Unit 18 Fair Market Value 4, 65 Participating Residual Unit 8 Family Group 4 Participation Threshold 20 Fiscal Quarter 5 Partnership Tax Audit Rules 8 Fiscal Year 5, 17 Permitted Transferee 56 Forfeited Units 29 Person 8 Fund XII/B Managers 34 Pro Rata Allotment 61 Governmental Entity 5 Profits 41 Grossed-Up Amount 5 Public Offering 8 GTCR Advisory Agreement 5 Public Sale 8 Put Option 40 Substituted Unitholder 10, 56 Put Right Transfer 11 Tag-Along Notice 58 Qualified Holder 61 Tag-Along Transfer 11 Registration Agreement 9 Tag-Along Unitholders 58 Regulatory Allocations 47 Tax 11 Regulatory Failure 30 Tax Arbiter 49 Repurchase Class A Unit 18 Tax Distribution 31 Required Interest 9 Tax Distribution Conditions 31 Residual Units 9 Tax Matters Partner 50 Safe Harbor 51 Taxable Year 11 Sale of the Company 9 Taxes 11 Second A&R Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Transaction Documents 11 Securities 9 Transfer 11 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 9 Transfer Actions 11 Securities Exchange Act 9 Transferee 11 Seller and Purchaser hereby agree as follows:Representative 60 Transferred 11 Senior Management Agreement 10 Transferring Investor 58 Specified Person 10 Treasury Regulations 12 Splitter Manager 34 Unit 12 Standard Class A Unit 18 Unit Ledger 19 Subject Unitholders 69 Unitholder 12 Subsidiary 10 Unpaid Option Preference Amount 12 Subsidiary Public Offering 10
Appears in 1 contract
Sources: Limited Liability Company Agreement (Cable One, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) Acceptable Confidentiality Agreement 5 Acquisition Proposal 5 Acquisition Sub 4 Acquisition Transaction 5 Affiliate 5 Agreement 4 Alternative Acquisition Agreement 57 Antitrust Law 6 Appraisal Shares 26 Assets 39 Business Day 6 Certificate 25 Certificate of Merger 24 Change 6 Changes 6 Code 6 Collective Bargaining Agreement 44 Company 4 Company Balance Sheet 6 Company Balance Sheet Date 6 Company Board 6 Company Board Recommendation 31 Company Board Recommendation Change 58 Company By-Laws 6 Company Capital Stock 6 Company Certificate of Incorporation 6 Company Common Stock 6 Company Disclosure Documents 35 Company Disclosure Letter 29 Company Equity Awards 29 Company Intellectual Property Rights 8, 40 Company Material Adverse Effect 6 Company Options 8 Company Plans 63 Company Preferred Stock 8 Company Registered Intellectual Property Rights 8 Company Restricted Stock 8 Company SEC Reports 34 Company Securities 33 Company Stock Plans 8 Company Stockholders 8 Company Warrants 8 Comparable Plans 64 Confidentiality Agreement 9 Consent 32 Continuing Employees 9 Contract 9 D&O Insurance 62 Delaware Law 9 Acceptance Time 26 DGCL 23 DOJ 9 Effective Time 24 Employee Plans 42 Enforceability Exception 30 Environmental Law 9 Equity Award Amounts 9 Equity Interest 9 ERISA 9 Exchange Act 9 Exchange Fund 27 Existing Credit Agreement 9 Existing Director Committee 23 Existing Director Committee Actions 23 Expense Reimbursement 73 Expiration Date 18 Fairness Opinion 49 FDD 9 Financial Advisor 49 Foreign Benefit Plans 43 Franchise 46 Franchise Agreement 46 Franchise Laws 9 Franchised Location 46 Franchisee 10 FTC 10 GAAP 10 Governmental Authority 10 Hazardous Substance 10 HSR Act 10 Indemnified Persons 61 Independent 22 Independent Directors 22 Initial Expiration Date 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Intellectual Property 10 IRS 10 Knowledge 11 Law 11 Leased Real Property 38 Leases 38 Legal Proceeding 11 Liabilities 11 Licensed Intellectual Property Rights 11 Lien 11 Master Foreign Licensees 11 Match Period 58 Material Contract 36 Material Franchise Agreements 47 Material Franchisees 47 Merger 4 Merger Closing 24 Merger Closing Date 2 Prospectus Supplement 24 Merger Consideration 25 MESA 11 MESA Litigation 11 Minimum Tender Condition 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans New Plans 64 NYSE 11 Offer 4 Offer Closing 18 Offer Closing Date 18 Offer Conditions 17 Purchaser 1 Cure Request 16 Repurchase Request Offer Documents 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Offer Price 4 Old Plans 64 Open Source Software 11 Order 11 Outside Date 70 Outstanding Proposal 72 Owned Real Property 11 Parent 4 Parent Stockholder 4 Parties 4 Party 4 Paying Agency Agreement 27 Paying Agent 27 Pay-off Amount 69 PBGC 43 Permits 44 Permitted Liens 11 Person 12 Preliminary Proxy Statement 67 Promissory Note 21 Proxy Statement 67 Qualifying Acquisition Proposal 12 Recommendation Change Notice 58 Registered Intellectual Property Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 12 Release 12 Representatives 12 Rights Plan 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 13 Schedule 14D-9 19 Schedule TO 18 SEC 13 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:13 Series A Preferred Stock 32 Short-Form Threshold 20 Software 13 Special Committee 49 Stockholder Approval 31 Stockholders’ Meeting 67 Subsidiary 13 Subsidiary Securities 34 Superior Proposal 13 Support Agreement 4 Surviving Corporation 23 Tail Period 72 Takeover Laws 31 Tax 13 Tax Returns 41 Termination Fee 72 Top-Up 20 Top-Up Closing 21 Top-Up Shares 20 Transfer Taxes 65
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9November 26, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January December 1, 2013 2013, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), and ▇▇▇▇▇ Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar registrar, authenticating agent and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 C13 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A-1, Class A-2A-2, Class A-ABA-SB, Class A-3A-3, Class A-4A-4, Class X-AX-A, Class A-SA-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-BX-C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3November 18, 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquiring Person 3 Original Rights Agreement 2 Affiliate 3 Person 5 Approved Acquisition 4, 2 Preferred Stock 5 Associate 3 Principal Party 22 Authorized Officer 28 Purchase Price 10 Beneficial Owner 4 Record Date 2, 1 Affected Loan(sBeneficial Ownership 4 Redemption Date 10 Beneficially Own 4 Redemption Price 31 Book Entry 4 Requesting Person 35 Business Day 4 Right 2, 1 Close of Business 4 Right Certificates 3 Code 4 Rights Agent 1 Common Stock 4 Rights Agreement 2, 1 Common Stock Equivalents 15 Second A&R Rights Agreement 2 Company 2 Section 11(a)(ii) Trigger Date 15 Company 382 Securities 4 Section 382 6 Current Value 15 Securities Act 6 Distribution Date 1 Security 17 MOU 25 Equivalent Preferred Shares 16 Spread 15 Exchange Act 4 Stock Acquisition Date 6 Exchange Ratio 32 Subsidiary 6 Exempted Person 4 Substitution Period 15 Exemption Request 35 Summary of Rights 7 Expiration Date 10 Tax Benefits 6 Final Expiration Date 5 Third A&R Rights Agreement 1 Officer’s Certificate 2 First A&R Rights Agreement 2 Threshold Holder 6 ▇▇▇▇ of Sale Grandfathered Person 5 Trading Day 17 Invalidation Time 14 Treasury Regulations 6 NOLs 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Trust 32 NYSE 5 Trust Agreement 32 This Fifth Amended and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Restated Section 382 Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9November 10, 20132023 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement” or this “Agreement”) between ▇▇▇▇▇▇ CNO Financial Group, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, successor to American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), amends and restates, effective as of November 13, 2023, that certain Fourth Amended and Restated Section 382 Rights Agreement, dated as of November 12, 2020 (the “Fourth A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017 (the “Third A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Second A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sellRestated Section 382 Rights Agreement, and Purchaser agrees to purchasedated as of December 6, certain mortgage loans listed on Exhibit 1 hereto 2011 (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing First A&R Rights Agreement”), to be which amended and restated that certain Section 382 Rights Agreement, dated as of January 120, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian 2009 (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Original Rights Agreement”), between the Company and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Rights Agent.
Appears in 1 contract
Sources: Section 382 Rights Agreement (CNO Financial Group, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice Act 1 Action 23 Additional Amounts 19 Mortgage Loans Affiliate 1 Affected Loan(s) 17 MOU 25 Agreed Amount 34 Agreement 1 Officer’s Certificate 6 Allocation Schedule 20 Ancillary Agreements 1 Approved Spin-Out Transferee 21 Approved Transferee 21 Assumed Liabilities 14 ▇▇▇▇ of Sale 2 Other Mortgage Loans Business Day 2 Buyer 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Buyer Disclosure Schedule 25 Buyer Indemnification Cap 35 Buyer Indemnified Parties 32 Buyer Related Party 2 Claim Notice 34 Claimed Amount 34 Clinical Trial Agreements 31 Closing 12 Closing Consideration 2 Closing Date 12 Code 2 Prospectus Supplement Combination Product 2 Commercially Reasonable Efforts 2 Contingent Payment Period 3 Contingent Payment Product 3 Contingent Royalty Period 17 Contracts 3 control 1 Collateral Information Copyrights 4 Cover 3 Covered 3 Designated Contacts 32 EMA 3 Encumbrance 3 European Union 3 Excluded Assets 13 Excluded Liabilities 14 Exhibits 3 [***] 3 FDA 3 First Commercial Sale 4 GAAP 4 Governmental Authority 4 Governmental Authorization 4 GSI 1 GSI Retained Name 4 Includes 37 including 37 IND 4 Indemnified Party 33 Indemnifying Party 33 Initiation 15 Intellectual Property 4 Know-How 4 Knowledge 4 Law 4 Liabilities 5 Local Holding Requirements 22 Losses 5 Material Adverse Effect 5 Milestone Event 14 Milestone Payment 15 Mono Product 7 Net Sales 5 Non-Assignable Asset 28 Non-Assignable Authorization 28 Ongoing Clinical Trials 24 Parties 1 Party 1 Patent Assignment Agreement 8 Patent Rights 4 Permitted Encumbrance 8 Permitted License 9 Permitted Spin Transaction 9 Person 9 Pharmaceutical Laws 23 Product 9 Product INDs 23 Purchased Assets 13 Purchased IP 13 Purchased Know-How 13 Purchased Patent Rights 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request Purchased Records 13 Qualified Transferee 10 Registrational Trial 10 Regulatory Approval 10 Regulatory Exclusivity 10 Retained Names 10 Royalties 16 Repurchase Request 19 Custodian Royalty Rates 16 Schedules 10 SEC 29 Seller 1 Seller 1 Defective Mortgage Loan 17 Disclosure Schedule 22 Seller Defeasance Rights and Obligations Indemnification Cap 35 Seller Indemnified Parties 33 Seller Taxes 11 Selling Person 5 Straddle Period 11 Tax 11 Tax Return 11 Third Party 11 Third Party Claim 33 Threshold 35 Trademarks 4 Transfer 12 Transfer Taxes 18 Transferred Assets 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Update Report 21 Valid Claim 12 THIS ASSET PURCHASE AGREEMENT, dated as of August 20, 2018 (this “Agreement”), dated as is made by and among Sierra Oncology, Inc., a Delaware corporation (“Buyer”), YM Biosciences Australia Pty Ltd, a company organized under the laws of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC Australia (“Seller”) ), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Gilead Sciences, Inc., a Delaware corporation (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementGSI”), solely for purposes of Section 7.1. Seller, GSI and Buyer may hereinafter be referred to be dated individually as of January 1a “Party” and, 2013 between Purchasercollectively, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master ServicerParties”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9October 3, 20132012, between ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January October 1, 2013 2012 between Purchaser, as depositor, Midland Loan Services, a Division of PNC W▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Midland Loan Services, a Division of PNC Bank, National Association, as custodian special servicer (the “CustodianSpecial Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Bank of America ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ Trust 20132012-C7C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C7 C6 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31September 4, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3September 27, 2013 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sThe following capitalized terms, which may be used in more than one Section or other location of this Agreement, are defined in the following Sections or other locations: Affiliate Annex I Agreement 12.9(a) 17 MOU 25 Allocation 3.2(a) Amendment Agreement 1 Officer’s Certificate 6 1.1(e) Another Transaction Annex I Assigned Contracts 1.1(f) Assigned Trademarks 1.1(g) Assumed Liabilities 2.1 Back Royalties 1.1(j) Base Purchase Price 3.1(a) Business Annex I Business Day Annex I Business Employees 5.14(a) Cap 9.5(a)(ii) Cash Payment 3.1(a) CLM 12.14 Closing 4.1 Closing Date 4.1 Code Annex I Confidentiality Agreement 10.3 Confidential Information 10.3 Contemplated Transactions Annex I Contract Annex I Control Annex I Development Agreement 1.1(b) Employee Benefit Plan Annex I Encumbrances Annex I Environmental, Health and Safety Laws Annex I ERISA Annex I ERISA Affiliate Annex I Escrow Amount Annex I Escrow Agent Annex I Escrow Agreement Annex I Escrow Income 3.3(b) Excluded Assets 1.2 Excluded Liabilities 2.2 Expense Reimbursement Amount Annex I FDA Annex I Fraud Annex I [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Final Allocation 3.2(a) Fundamental Documents Annex I Fundamental Representations Annex I GAAP Annex I Governmental Entity Annex I H▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between FRC Caption H▇▇▇▇▇ FRC Indemnified Persons Annex I H▇▇▇▇▇ FRC Indemnifying Persons Annex I H▇▇▇▇▇ FRC Losses Annex I H▇▇▇▇▇▇ -Paid Q1 RCT Royalties 2.2(b) H▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”-Received Q1 UCB Royalties 1.2 Hazardous Materials Annex I HSR Act Annex I Indemnification Claim 3.3(b)(i) Indemnified Persons Annex I Indemnifying Persons Annex I Independent Accounting Firm 3.2(a) Intellectual Property Rights Annex I Know-How Annex I Knowledge Annex I Law Annex I Liability Annex I Litigation Agreements 1.1(f) Litigation Expense Annex I Long-Stop Date 11.1(b) Losses Annex I Material Adverse Change Annex I Orders Annex I OFAC 5.13 Parties Caption Patents Annex I Permits Annex I Permitted Encumbrances Annex I Person Annex I Pre-Closing Period 7.1 Proceedings Annex I Product Preamble Purchase Price 3.1(a) Purchased Assets 1.1 Purchased Claims 1.1(j) Purchaser Caption Purchaser Indemnified Persons Annex I Purchaser Indemnifying Persons Annex I Purchaser Losses Annex I Qualifying Unilateral Settlement 9.3(f) Q1 Royalty Adjustment 3.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and ▇filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. RCT 1.1(a) RCT License Agreement 1.1(a) Related Documents 8.2(d) Release Date 3.3(b)(iii) Representatives Annex I Requisite Shareholder Approval Annex I Schedule Supplement 7.4 Shareholder Claims Annex I Shareholder/Purchaser Claim 9.3(b) Survival Date 9.4(c) Tax or Taxes Annex I Tax Return Annex I Taxing Authority Annex I Third Person Claim 9.3 Threshold 9.5(a)(i) Trademark Agreement 1.1(d) Trademarks Annex I Trade Names Annex I Transaction Taxes 1.4 Transferred Intellectual Property 1.1(g) UCB 1.1(b) UCB License Agreement 1.1(c) UCBSA 1.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ASSET PURCHASE AGREEMENT, dated as of July 7, 2020, between H▇▇▇▇▇ ▇▇FRC Acquisition, LP, a Delaware limited partnership (“Purchaser”), and H▇▇▇▇▇ Capital I Inc. FRC CORPORATION, a New Jersey corporation (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, H▇▇▇▇▇ Fargo BankFRC,” and, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacitytogether with Purchaser, the “UnderwritersParties”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Asset Purchase Agreement (Healthcare Royalty, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 409A Authorities 34 Contract 5 Acceptable Confidentiality Agreement 2 Covered Securityholder 34 Acquisition Proposal 2 CVR 1 Affected Loan(s) 17 MOU 25 Acquisition Sub 1 CVR Agreement 5 Acquisition Transaction 2 D&O Insurance 51 Affiliate 2 Delaware Law 5 Agreement 1 Officer’s Deutsche Bank 38 Antitrust Law 2 DGCL 1 Appraisal Shares 18 DOJ 5 Assets 31 Effective Time 16 Business Day 3 EMA 5 Cash Consideration 1 Employee Plans 33 Certificate 17 Employment Compensation Arrangement 34 Certificate of Merger 16 Enforceability Exception 22 Change 3 Environmental Law 6 ▇▇▇▇ Changes 3 Equity Interest 6 Code 3 ERISA 6 Collective Bargaining Agreement 35 ERISA Affiliate 6 Company 1 Exchange Act 6 Company Balance Sheet 3 Exchange Fund 19 Company Balance Sheet Date 3 Fairness Opinion 38 Company Board 3 FDA 6 Company Board Recommendation 22 FTC 6 Company Board Recommendation Change 47 Fully Diluted Shares A-2 Company By-Laws 3 GAAP 6 Company Capital Stock 3 Governmental Authority 6 Company Certificate of Sale 2 Other Mortgage Loans Incorporation 3 Hazardous Substance 6 Company Common Stock 3 HSR Act 6 Company Compensation Committee 34 Indebtedness 6 Company Disclosure Documents 27 Indemnified Persons 50 Company Disclosure Letter 21 Independent Directors 59 Company Intellectual Property Rights 3 Information Statement 23 Company Material Adverse Effect 3 Initial Expiration Date 13 Company Option Amounts 5 Intellectual Property 7 Company Options 5 Intervening Event 7 Company Plans 53 IRS 7 Company Preferred Stock 5 Key Product 7 Company Registered Intellectual Property Rights 5 Knowledge 7 Company SEC Reports 25 Law 7 Company Securities 24 Leased Real Property 30 Company Stock Plan 5 Leases 30 Company Stockholders 5 Legal Proceeding 7 Comparable Plans 53 Liabilities 7 Confidentiality Agreement 5 Lien 8 Consent 23 Material Contract 28 Continuing Employees 5 Merger 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing 16 Person 8 Merger Closing Date 2 Prospectus Supplement 16 Post-Signing Arrangement 59 Merger Consideration 1 Collateral Information 10 Public Certificates Recommendation Change Notice 48 Minimum Tender Condition A-1 Registered Intellectual Property Rights 8 Nasdaq 8 Registrations 8 New Plans 54 Release 8 Offer 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Representatives 46 Offer Closing 14 Rights and Obligations 21 Dispute 19 Seller Reporting Information Agent 5 Offer Closing Date 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ S▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 8 Offer Conditions 12 Schedule 14D-9 15 Offer Documents 14 Schedule TO 14 Old Plans 54 SEC 9 Order 8 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:9 Outside Date 61 Subsidiary 9 Parent 1 Subsidiary Securities 25 Parent Disclosure Documents 40 Substantial Detriment 9 Parent Expenses 64 Superior Proposal 9 Parent Plans 53 Superior Proposal Notice 61 Parties 1 Surviving Corporation 16 Party 1 Takeover Laws 22 Paying Agency Agreement 19 Tax 9 Paying Agent 19 Tax Returns 32 Permits 36 Termination Fee 63 Permitted Liens 8 Transfer Taxes 55
Appears in 1 contract
Sources: Merger Agreement (Chelsea Therapeutics International, Ltd.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounting Firm 12 Actual Balance Sheet 11 Actual Net Working Capital 11 Additional Financial Statements 44 Additional Transaction Bonuses 1 Affected Loan(s) 17 MOU 25 Affiliate 2 Agreement 1 Officer’s Antitrust Division 37 Balance Sheet Date 19 Certificate of Merger 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 14 Closing 47 Closing Date 2 Prospectus Supplement Closing Transaction Bonus Payout Amount 10 Code 2 Company 1 Collateral Information 10 Public Certificates Company Balance Sheet 19 Company Closing Costs 2 Company Common Stock 2 Company Material Adverse Effect 2 Company Preferred Stock 17 Company Securities 13 Company Stock 2 Company Stock Option 9 Company Stock Option Exercise Price 9 Company Subsidiary 2 Company Warrant 2 Company Warrant Exercise Price 9 Confidentiality Agreement 36 Constituent Corporations 6 Covered Parties 40 Covered Party 40 D&T 12 Dataroom 3 Declaration 53 DGCL 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Dissenting Shares 8 Effective Time 3 Employee Plan 27 Environmental Law 3 Environmental Permit 3 ERISA 3 ERISA Affiliate 3 Escrow Agent 14 Escrow Agreement 14 Escrow Amount 14 Escrow Fund 14 Estimated Merger Consideration 11 Estimated Net Working Capital 11 Estimated Per Share Merger Consideration 11 Excess Payment 13 Exchange Act 3 Exchange Agent 14 Exchange Fund 14 Final Judicial Determination 20 Seller’s Information Statement 13 Final Memorandum Financial Statements 19 Financing 33 Financing Commitment 33 FIRPTA Certificate 15 FTC 37 Fully Diluted Basis 3 GAAP 3 Good Faith Deposit 47 Governmental Antitrust Authority 37 Governmental Entity 3 Hazardous Materials 3 HSR Act 3 Indebtedness 4 Intellectual Property 30 Intercompany Indebtedness 4 Interest Factor 4 IRS 4 Judgment 4 knowledge 4 Law 4 Leased Premises 25 Letter of Transmittal 14 Liabilities 4 Lien 4 Material Contracts 27 Merger 1 Merger Consideration 10 Merger Sub 1 Net Working Capital 11 Notice of Disagreement 12 Oak Hill 1 Owned Property 25 Parent 1 Parent Closing Costs 4 Payment Shortfall 13 Per Share Merger Consideration 11 Permits 5 Person 5 Proceeding 5 PWC 44 Recipients 13 Requisite Regulatory Approvals 5 SEC 5 Secretary of State 6 Securities 41 Securities Act 5 Special Servicer Costs 5 Stock Option Plan 9 Stockholder Approval 5 Stockholder Notice 43 Stockholders 1 Indemnification Stockholders Agreement 13 Trust 5 Stockholders Representative 1 Initial Purchasers Subsidiary 5 Surveys 26 Surviving Corporation 6 Target Net Working Capital 5 Tax Return 23 Taxes 23 Transaction Bonus Agreements 6 Warrant Agreement 6 Working Capital Adjustment Amount 11 Working Capital Statement 11 Written Consent 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as September 15, 2006, among TravelCenters of January 9America, 2013Inc., between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan ServicesHospitality Properties Trust, a Division Maryland real estate investment trust (“Parent”), HPT TA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of PNC BankParent (“Merger Sub”), National Associationand Oak Hill Capital Partners, L.P., a Delaware limited partnership (“Oak Hill”), solely in its capacity as master servicer the representative for the stockholders of the Company as further provided herein (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special ServicerStockholders Representative”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 1934 Act 1 Ability to Repay Rule 1 Accounts 1 Act of Insolvency 2 Additional MBS/Purchased Mortgage Loans 1 Affected Loan(s) 17 MOU 25 2 Adjusted Tangible Net Worth 2 Administrative Agent 3 Administrative Agent’s eVault 3 Affiliate 3 Aged Loan 3 Agencies 3 Agency 3 Agency Custodian 3 Agency Guidelines 3 Aggregate Purchase Price 3 Agreement 1 Officer’s 4 Anti-Corruption Laws 4 Anti-Money Laundering Laws 4 Applicable Agency Documents 4 Applicable Agency Loan Schedule 4 Appraised Value Alternative 4 Approved eMortgage Takeout Investor 5 Approved Takeout Investor 5 Asset File 5 Asset Schedule 5 Asset Schedule and Exception Report 5 Assignment of Mortgage 5 Authoritative Copy 5 Authorized Signers 5 Available Warehouse Facilities 6 Bailee Letter 6 Bankruptcy Code 6 Bankruptcy Reform Act 6 Blanket Bond Required Endorsement 6 Business Day 6 Buyer Third-Party Recipients 6 Buyers 6 CARES Act 6 Cash Deposit 6 Cash Equivalents 7 Cash Manager 7 CEMA Loan 7 CFPB 7 Change in Control 7 Change in Requirement of Law 8 Chase 8 CL 8 Closing Protection Letter 8 CLTV 8 Combined Loan-to-Value Ratio 8 Completed Repurchase Advice 9 Compliance Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling 9 Confirmation 9 Continuity, Recovery and Servicing Incident Response Programs 9 Controller 9 Conventional Conforming Loan 9 Co-op Corporation 9 Co-op Loan 10 Co-op Project 10 Co-op Shares 10 Co-op Unit 10 Copy-permitted Documents 10 Credit File 10 Custodial Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 10 Debt 10 Default 11 Defaulted Loan 11 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 11 Delivered Mortgage Loan Schedule 1 11 Depository 12 Designated Jumbo Loan 12 Early Repurchase Date 12 eClosing System 12 eClosing Transaction Record 12 eCommerce Laws 12 Electronic Agent 12 Electronic Record 12 Electronic Tracking Agreement 12 Eligible Mortgage Loan Purchase 12 eMortgage Loan 15 eNote 15 eNote Control and Bailment Agreement (“Agreement”), dated as 15 ERC Mortgage Loan 16 ERISA 16 eRisk Determination 16 ESIGN 15 eVault 16 eVault Provider 16 Event of January 9, 2013, between Default 16 Expanded Criteria Loan 16 Facility Amount 16 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and 16 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America Guide 16 FDIA 16 FDICIA 16 FHA 17 FICO Score 17 Financial Institution 17 Foreign Buyer 17 ▇▇▇▇▇▇▇ ▇▇▇ 17 ▇▇▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mac Guide 17 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to New Condo Loan 17 FTC Act 17 Funding Account 17 GAAP 17 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇17 ▇▇▇▇▇▇ Lynch▇▇▇ Guide 17 GLB Act 17 Government Loan 18 Governmental Authority 18 Hedging Arrangement 18 Homestyle® Renovation Loan 18 HUD 18 Income 18 Income Collection Account 18 Indemnified Party 18 Intercreditor Agreement 19 Interim Servicer 19 Interim Servicing Term 19 Investor Loan 19 IRC 19 IRS 19 Joint Account 19 Joint Account Control Agreement 19 Joint Securities Account 19 Joint Securities Account Control Agreement 19 JPM Threshold 20 Jumbo Loan 20 Leverage Ratio 20 Lien 20 Liquidity 20 Litigation 20 Loan Eligibility File 20 Loan Level Representation 21 Loan-to-Value Ratio 21 Location 21 Long Aged Loan 21 Low FICO FHA/VA Loan 21 LTV 21 Manufactured Home 21 Manufactured Home Loan 21 Margin Amount 22 Margin Call 22 Margin Cash 22 Margin Deficit 22 Margin Percentage 22 Margin Stock 22 Market Value 22 Material Adverse Effect 22 Material Indebtedness 22 Material Subsidiary 22 Materially False Representation 22 Maximum Current Advance Capacity 23 MBS 23 MERS 23 MERS Designated Mortgage Loan 23 MERS® eDelivery 23 MERS® eRegistry 24 MERS® eRegistry Procedures Manual 24 MERS® System 24 MIN 24 MOM Loan 24 ▇▇▇▇▇’▇ 24 Mortgage 24 Mortgage Assets 24 Mortgage Finance Online 24 Mortgage Loan 24 Mortgage Loan Documents 24 Mortgage Note 24 Mortgaged Property 24 Mortgagor 25 Multiemployer Plan 25 MWF Web 25 No-cure Default 25 Non-Agency Jumbo Guidelines 25 Non-Chase Creditor 25 Notice Officer 25 Officer’s Certificate 25 Operating Account 25 Originate 25 Origination 25 Origination Date 25 Outstanding Principal Balance 25 Party 26 Person 26 Pool 26 Pooled Loan 26 Pooling Date 26 Portal 26 Post-Origination Period 26 Price Differential 26 Pricing Rate 26 Prior MRA 26 Privacy Requirements 26 Property Charges 27 Proprietary Lease 27 Purchase Date 27 Purchase Price 27 Purchased Mortgage Loans 27 QM Rule 27 Qualified Mortgage Loan 27 Qualified Subordinated Debt 27 Recognition Agreement 27 Remittance Date 27 Repurchase Date 27 Repurchase Price 28 Request for Documents Release 28 Required Amount 28 Requirement(s) of Law 28 Rescission 29 Responsible Officer 29 RHS 29 RHS Loan 29 Rock Holdings 30 S&P 30 SEC 30 Second Home Loan 30 Secure Directory 30 Seller 30 Seller’s Accounts 30 Seller’s Customer 30 Seller’s Customer Information 30 Seller’s eVault 30 Servicing File 30 Servicing Records 30 Servicing Rights 31 Settlement Agent 31 Settlement Date 31 Side Letter 31 SIPA 31 Special Confidential Information 31 Stock Power 31 Subservicer 31 Subservicer Instruction Letter 31 Subservicing Agreement 31 Subsidiary 31 Successor Servicer 32 Takeout Agreement 32 Takeout Commitment 32 Takeout Guidelines 32 Takeout Value 32 Tax Dividend 32 Termination Date 32 Third Party Originator 33 TILA-RESPA Integrated Disclosure Rule 33 TPO Loan 33 Transaction 33 Transaction Documents 33 Transfer of Control 33 Transfer of Control and Location 33 Transfer of Location 33 Transferable Record 33 Trust Receipt 34 Trust Release Letter 34 UCC 34 UETA 34 VA 34 Wet Delivery Deadline 34 Wet Funding 34 Wet Loan 34 List of Exhibits and Schedules: Exhibit A Form of Confirmation Exhibit B Mortgage Loan Representations and Warranties Exhibit C Form of Compliance Certificate Exhibit D Conditions Precedent Documents Exhibit E Subsidiary Information Exhibit F Form of Subservicer Letter Schedule I Approved Takeout Investors and Approved eMortgage Takeout Investors Schedule II Seller’s Authorized Signers Schedule III Administrative Agent’s CLTV/FICO Score Criteria for Jumbo Loans Schedule III-RM Seller’s CLTV/FICO Score Criteria for Jumbo Loans Schedule IV Litigation Schedule HR Sample form of Hedging Report THIS FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of August 11, Pierce2022 (as it may be supplemented, amended or restated from time to time, this “Agreement”) amending and restating in its entirety the Master Repurchase Agreement dated May 2, 2013 (as amended, the “Prior MRA”) by and among ROCKET MORTGAGE, LLC, a Michigan limited liability company (“Seller”) (formerly known as Quicken Loans, LLC), JPMORGAN CHASE BANK, N.A., a national banking association (“Chase”), as administrative agent for the Buyers (in that capacity, ▇▇▇▇▇ is herein referred to as the “Administrative Agent”) and as a Buyer, and the other Buyers party hereto from time to time (collectively with ▇▇ & ▇▇▇▇, the “Buyers”). Currently, ▇▇▇▇▇ Incorporated (in such capacity, is the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:only Buyer.
Appears in 1 contract
Sources: Master Repurchase Agreement (Rocket Companies, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice Accounting Fees 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 25 Acquired Avoidance Actions 4 Acquired Insurance Assets 3 Acquired Intellectual Property 3 Acquired Lease 2 Acquired Leased Real Property 2 Acquired Software 31 Agreement 1 Officer’s Certificate Agreement Dispute 74 Allocation 68 Allocation Methodology 68 Assigned Contracts 2 Assignment and Assumption Agreement 15 Assumed Cure Costs 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Assumed Current Liabilities 6 Assumed Liabilities 6 Assumed Rebate Liability 6 Backup Bidder 42 Bankruptcy Cases 1 Certificate Administrator Bankruptcy Code 1 Pooling and Servicing Agreement Bankruptcy Court 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Bankruptcy Court Milestones 40 Breakup Fee 67 Business Confidential Information 59 Business Data 32 Business Insurance Policies 36 Cash Payment 13 Chosen Courts 74 Closing 15 Closing Date 15 Closing Date Payment 13 Closing Working Capital Statement 18 CMS Contracts 13 Commercial Interco Contracts 2 Prospectus Supplement Cure Costs 6, 7, 79 Dataroom 38 Deposit 14 Designated Purchaser 72 Disputed Amounts 18 EIC 12 Elixir 1 Collateral Employee Benefit Plan 80 Enforceability Exceptions 22 Environmental Permits 29 Escrow Account 13 Estimated Closing Working Capital 17 Estimated Closing Working Capital Statement 17 Excluded Assets 4 Excluded Contracts 4 Excluded Cure Costs 7 Excluded Liabilities 7 Excluded Rebate Liability 8 Expense Reimbursement 67 Express Representations 38 FDI 22 Filed SEC Documents 21 Final Deposit 14 Financial Statements 23 Financing 77 Financing Sources 77 Foreign Competition Laws 22 Fundamental Representations 63 Guaranteed Obligations 57 Guarantor 1 Guggenheim Securities 36 Indebtedness 43 Independent Accountant 18 Information 10 Public Certificates Presentation 38 Initial Deposit 13 Leased Real Property 24 Material Contract 25 Mental Impressions 60 Non-Recourse Person 72 Novation Agreement 61 Outside Date 64 Owned Real Property 2 Parties 1 Crossed Mortgage Loans 17 Party 1 PCI Requirements 32 Permits 28 Permitted Purposes 59 Petition Date 1 Pre-Closing Matters 54 Privacy Agreements 32 Privacy and Information Security Policies 32 Privacy Laws 32 processing 32 Projections 57 Purchase Price 13 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Adjustment Amount 20 Purchaser Plans 48 RAD 22 Registered Trademarks 29 Registration Office 29 Rejection Contracts 10 Resolution Period 18 Retained Privileged Materials 4 Review Period 18 ROI 2 ROI Agreement 2 Schedule 21 Scheduled Employees 47 Schedules 21 Second Deposit 14 Security Breach 33 Seller 1 Seller Sufficiency Representations 63 Seller Support Obligations 55 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as Sellers’ Insurance Policies 54 Significant Customer 27 Significant Supplier 27 Statement of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Objections 18 Successful Bidder 42 Third Party Assurances 55 Transaction Source Code 30 Transfer Offer 47 Transfer Taxes 67 Transferred Employees 48 Viruses 31 WARN 36
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional License Agreements 1 Affected Loan(s) 17 MOU 25 Adverse Claim 1 Affiliate 1 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 10 Business Day 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 9 Collaboration Receivable Amount 2 Prospectus Supplement Consent 2 Contract 2 Control 2 Counterparties 2 Counterparty 2 Credit Risk 8 Defense Conditions 29 FDA 2 Fundamental Representations 2 Governmental Entity 2 Indemnifying Party 28 Intellectual Property 2 Judgment 3 Knowledge of Seller 3 Known to Seller 3 Law 3 Licensed Know-How 3 Licensee 1 Collateral Information Licensee Agreements 3 Losses 28 Modification 19 Net Sales 3 New Arrangement 21 Nonassignable Assets 8 Notice and Acknowledgment Letter 10 Public Certificates 1 Crossed Mortgage Loans 17 Outstanding Litigation 3 Party Merger 21 Patent 3 Permitted Adverse Claim 4 Person 4 Proceeds 4 Product 4 Product Agreements 4 Product Related IP 4 Purchase Price 7 Purchased Receivables 4 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Indemnified Party 28 Purchaser Material Adverse Effect 4 Royalties 4 Royalty Payment 4 Royalty Reports 5 Self-commercialization Event 22 Seller 1 Seller Field 5 Seller Material Adverse Effect 5 Seller Parent 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Parties 1 Special Servicer 1 Indemnification Sublicense Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Subsidiary 5 Third Party Claim 28 Transaction Documents 5 ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC 5 Upfront Payment 6 Wrongful Termination 21 THIS ROYALTY PURCHASE AGREEMENT (this “Agreement”) dated December 17, 2020 by and between EYEPOINT PHARMACEUTICALS, INC., a Delaware corporation (the “Seller Parent”), EYEPOINT PHARMACEUTICALS US, INC., a Delaware corporation (the “Seller” and, together with the Seller Parent, the “Seller Parties”) ), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. SWK FUNDING LLC, a Delaware limited liability company (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Royalty Purchase Agreement (EyePoint Pharmaceuticals, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 Affiliate 36 Healthcare Regulatory Laws 38 Agreement 4 Indemnifiable Amounts 38 Agreement Dispute 34 Indemnified Party 29 Ancillary Agreements 36 Indemnifying Party 29 Assumed Liabilities 36 Intellectual Property 38 Base Consideration 36 Inventory 39 Books and Records 36 Knowledge 39 Business 36 Law 39 Business Day 36 Liabilities 39 Business Transfer Documents 5 License Agreement 39 Calendar Quarter 36 Licensed IP 39 Cap 31 Liens 39 cGMP 36 Marketing Authorization 39 Chargebacks 36 Material Adverse Effect 39 Closing 6 Milestone Payment 7 Closing Cash Consideration 37 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Product 40 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 6 Net Sales 40 Commercially Reasonable Efforts 36 Non-Transferred Contracts 15 Competing Product 26 Objections Statement 9 Co-Pay Contracts 37 OFAC 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute Data Room 37 Party, Parties 4 Deal Communications 34 Patents 41 Disclosure Schedules 12 PDUFA Fees 41 Domain Names 37 Permits 18 Endoceutics Amendment 37 Permitted Liens 42 Estimated Net Working Capital Amount 8 Person 42 Estimated Saleable Inventory 8 Post-Closing Tax Period 42 Excluded Assets 37 Pre-Closing Accounts Payable 42 Excluded Liabilities 37 Pre-Closing Accounts Receivable 42 Federal Health Care Programs 19 Seller Reporting Information Pre-Closing Tax Period 42 Final Cash Consideration 38 Preliminary Statement 8 Final NWC Adjustment Amount 38 Privileged Communications 34 Financial Statements 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ Proceeding 42 GAAP 38 Product 42 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) 6 Product Copyrights 42 Governmental Entity 38 Product Labels and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Inserts 43 Promotional Materials 43 Tax Allocation 13 Purchase Price Adjustment Amount 43 Tax Claim 35 Purchaser 4 Tax Returns 44 Purchaser Fundamental Reps 43 Territory 45 Purchaser Indemnified Parties 29 Third Party 45 Purchaser Portion of PDUFA Fees 43 Third-Party Claim 29 Quarterly Reports 7 Threshold Amount 31 R&W Policy 6 Trademarks 45 Rebates 43 Transfer Letters 45 Regulatory Applications 43 Transfer Taxes 45 Regulatory Files 43 Transferred Assets 45 Relevant Product 27 Transferred Contracts 45 Saleable Inventory 44 Transferred Equipment 45 Schedule 12 Transferred IP 45 Seller agrees to sell4 Transition Services Agreement 20, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing 45 Seller Fundamental Reps 44 Transitional Trademark License Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 45 Seller and Purchaser hereby agree as follows:Indemnified Parties 29 Unaffiliated Party 34 Shared Contract 43 Unaffiliated Party Suit 35 Subsidiary 43 Valuation Firm 9 Tax 44 Website IP 45
Appears in 1 contract
Sources: Asset Purchase Agreement (Amag Pharmaceuticals, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounts Receivable 24 Acquisition Proposal 64 Additional Equity Financing 66 ADK Blocker 1 Affected Loan(s) 17 MOU 25 ADK Blocker Merger Sub 1 ADK Blocker Group 1 ADK Merger Sub 1 ADK Service Provider Class A Shares 12 ADK Service Provider Holdco 1 ADK Service Provider Merger Sub 1 Agreement 1 OfficerAllocation 68 Alternative Transaction 64 Announcement 8-K 74 Blocker Mergers 1 Business Combination 82 Certificates of Merger 4 Class B Units Grant 12 Closing 4 Closing Date 4 Closing Press Release 74 Companies Laws 1 Company 1 Company Benefit Plan 33 Company Disclosure Schedule 20 Company Financials 23 Company IP 29 Company IP Licenses 27 Company Material Contract 25 Company Merger 1 Company Permits 25 Company Real Property Leases 30 Company Registered IP 27 Company Securityholder Representative 1 Company Support Agreement 2 Completion 8-K 74 Consideration Shares 15 Consideration Units 15 Continental 51 control 84 controlled by 84 CRULLCA 2 D&O Indemnitees 72 DGCL 1 DLLCA 2 Domestication 1 Earn Out Milestone 14 Earned Earn Out Shares 16 Effective Time 4 Enforceability Exceptions 20 Environmental Permits 34 Equity Incentive Plan 60 Exchange Agreement 8 Excluded Company Matters 80 Excluded Thunder Bridge II Matters 81 Expenses 79 Export and Import Laws 37 Extension Expenses 55 First Earn Out Milestone 14 First Earn Out Milestone Shares 14 Flow-Through Tax Item 69 Forfeited Consideration Shares 15 Forfeited Consideration Units 15 Illustrative Merger Consideration Payout Schedule 12 Intended Tax Treatment 68 Interim Balance Sheet 23 Interim Balance Sheet Date 23 Interim Period 52 Insider 51 IPO 82 Letter of Transmittal 13 Lock-up Agreement 67 Lock-up Signatories 67 Mergers 1 Merger Consideration Payout Schedule 12 Merger Subs 1 Merger Sub Equity Holder Written Consent 2 Objection Notice 17 OFAC 50 Off-the-Shelf Software 27 Outbound IP License 28 Parent 1 Parties 1 Party 1 Paying and Exchange Agent 13 Paying and Exchange Agent Agreement 13 Phantom Award Agreement 3 Phantom Equity Plan 3 Post-Closing Directors 65 Post-Closing Surviving Pubco Board 65 Prospectus 82 Proxy Statement 60 Pubco Owner 14 Pubco Owner’s First Base 14 Pubco Owner’s Second Base 14 Public Certifications 44 Public Stockholders 82 Redemption 60 Registration Statement 60 Related Person 35 Released Claims 82 Reserve Consideration 11 Reviewable Document 63 SEC Reports 44 Second Earn Out Milestone 14 Second Earn Out Milestone Shares 14 Section 409A Plan 34 Service Provider Merger 1 Signing Press Release 74 Sponsor Letter 3 Sponsor Support Agreement 2 Stock Price Earn-Out Statement 17 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 5 Surviving Company Owner 15 Surviving Company Owner’s First Base 15 Surviving Company Owner’s Second Base 15 Surviving Pubco 1 Surviving Pubco Bylaws 4 Surviving Pubco Charter 4 Surviving Pubco Plans 74 Surviving Pubco Public Warrants 10 Surviving Pubco Sale 18 Surviving Pubco Warrants 10 Tax Receivable Agreement 9 TBII Merger Sub 1 Thunder Bridge II 1 Thunder Bridge II Class A Share Certificate 6 ▇▇10 Thunder Bridge II Class A Shares 42 Thunder Bridge II Class B Share Certificate 10 Thunder Bridge II Class B Shares 42 Thunder Bridge II Bylaws 67 Thunder Bridge II Charter 67 Thunder Bridge II Common Stock 42 Thunder Bridge II Disclosure Schedule 40 Thunder Bridge II Equity Holder Meeting 60 Thunder Bridge II Financials ▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit II Material Contract 48 Thunder Bridge II Merger 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Thunder Bridge II Preferred Shares 42 Thunder Bridge II Warrants 42 Top Customers 36 Top Suppliers 36 Total First Base 15 Total Second Base 16 Transfer Taxes 69 Trust Account 51 Trust Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:51 under common control with 84 Voting Matters 60 VWAP Objection Notice 17 Withdrawing Director 65
Appears in 1 contract
Sources: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇ ▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and 1 1st Extension Term 70 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as 1 20 South ▇▇▇▇▇▇ ▇HVAC System 28 2nd Extension Term 70 30 South ▇▇▇▇▇▇ Bank of America Building 1 Additional Exterior Building Signage 64 Additional Insured 37 Additional Rent 10 Adverse Event 70 Affiliates 43 Alterations 33 Amended Support Space Supplement 86 Amortization Rate 17 Antenna Site 83 Antennas 83 Asbestos Delay 59 Audit Claim 21 Audit Notice 20 Audit Right 20 Available for leasing ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Trust 2013▇▇ Base Building 4 Base Rent 2 Bathroom Work 88 Billing Address 3 BOMA Standard 2 Brokers 3 Building 1 Building Standard 7 Building Structure 4 Business Hours 3 Capital Items 13 Claims 42 CME 63 Code 27 Common Areas 4 Comparable Market 73 Construction Allowance 3 Contraction Notice 73 Contraction Payment 73 Contraction Right 73 Contraction Space 73 Cost-C7, Commercial Saving Expenses 12 Current Leases 86 Declaration 53 Default 54 Default Rate 58 Delivery Condition 10 Delivery Deadline 9 Design Problem 34 Desk Space User 46 Determination Date 71 Determination Notice 71 Dining Facility 23 Emergency Repairs 61 Enforcement Costs 57 Estimated Additional Rent 18 Exclusive Freight Elevator 7 Execution Date 1 Existing 20 South Lease 85 Existing Lease 85 Expenses 11 Expiration Date 2 Extension Option 70 Extension Term 70 Exterior Building Signage 63 Exterior Building Signage Threshold 63 Fair Market Rent 57 First Offer Right 77 Force Majeure 59 Fuels 81 Generator 81 Generator Space 81 Ground Floor Retail Signage 64 Hazardous Materials 25 Holdover 8 HVAC 26 HVAC Connection Work 28 Indemnified Party Notice 44 Initial Construction Allowance 3 Initial Premises 1 Interruption of Landlord Provided Services 31 Interruption Period Estimate 40 Kiosk 85 Land 4 Landlord 1 Landlord Provided Services 31 Landlord’s Damages 57 Later Tenant Work 86 Lease 1 Leasehold Improvements 5 Lessor 52 Liability Limit 3 Mandated Expenses 12 Market Rent 72 Material Non-monetary Default 69 Maximum Connected Load 27 Mechanical Systems 4 Month 8 Mortgage Pass52 Mortgagee 52 New Lease Date 8 Non-Through Certificates, Series 2013Disturbance Agreement 53 Non-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Fixed Term Storage Space 4 Notice 63 Notice Addresses 3 Notice of Repair or Lack of Service 60 Objection 18 Offer Notice 78 Offer Period 78 Office Space 1 Operator 76 Option Cancellation Notice 79 Outside Offer Date 79 Permitted Sublease 48 Permitted Transferee 47 Plans 33 Premises 1 Primary Use 23 Prime Rate 17 Privileges 76 Prohibited Signage Entity 64 Project 4 Qualified Arbitrator 71 Qualified Audit Arbitrator 22 Reasonable attorneys’ fees 57 Refrigerated Waste Facility 26 Reletting Expenses 58 Relocation Date 5 Remainder Rent 57 Rent 19 Repair Estimate 40 Repair Estimate Period 40 Repossession Expenses 58 Required Removal Items 8 Reserved ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Availability Date 78 ROFO Area Commencement Date 79 Roof 83 RSF 1 Rules and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Regulations 1 Scheduled Commencement Date 2 Scheduled Term 2 Second Construction Allowance 3 Secured Access Space 1 Secured Access Space Interior Signage 66 Secured Areas 33 Security Deposit 3 Self Help Notice 61 Self Help Rights 59 Set Off Notice 62 Standard Services 25 Storage Space 82 Storage Space Agreement 4 Substantial Completion 10 Superior Lease 52 Supplemental HVAC System 28 Swing Space 75 Swing Space Additional Charges 76 Swing Space Return Date 76 Taking 45 Tank 82 Taxes 10 Telecommunication Services 30 Tenant 1 Tenant Delay 10 Tenant Exclusive Telecom Closets 5 Tenant Provided Services 31 Tenant’s Auditor 20 Tenant’s Personal Property 7 Tenant’s Share 2 Tenant’s Wiring 31 Tenant’s Work 33 Term 8 Third-Party Exterior Building Signage 64 Trading Termination Date 28 Transaction Costs 51 Transfer 46 Unamortized Contraction Cost 73 Untenantable 31 Use 2 USF 1 Visitor’s Center 5 Visitor’s Center Signage 65 Voiding Notice 40
Appears in 1 contract
Sources: Office Lease (Cme Group Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 2016 SPRSU Award 9 2017 PRSU Award 9 2018 PRSU Award 9 Acceptable Confidentiality Agreement 73 Acquisition Proposal 73 Affiliate 73 Agreement 1 Officer’s Alternative Financing 57 Antitrust Laws 73 Appraisal Shares 7 Assumed Performance Unit Award 9 Assumed Restricted Stock Award 8 Bankruptcy and Equity Exception 13 Benefits Continuation Period 50 Book Entry Company Share 3 Book Entry Parent Shares 4 Business Day 73 Cash Consideration 3 Certificate 6 3 Certificate of Merger 2 Change of Board Recommendation 46 Closing 2 Closing Date 2 Code 73 Commitment Letter 73 Company 1 Company Balance Sheet 74 Company Benefit Plans 19 Company Board Recommendation 13 Company Bylaws 11 Company Charter 11 Company Common Stock 3 Company Disclosure Letter 10 Company Equity Awards 11 Company Intellectual Property 23 Company Material Adverse Effect 74 Company Material Contract 22 Company Preferred Stock 11 Company PRSU Award 9 Company Registered Intellectual Property 23 Company Related Parties 75 Company Restricted Stock Award 8 Company SEC Documents 14 Company SEC Financial Statements 15 Company Stock Option 8 Company Stock Plan 75 Company Stock Plan Reduction 3 Company Stockholder Approval 12 Company Stockholders Meeting 44 Confidentiality Agreement 75 Consent 13 Continuing Employees 50 Contract 75 Credit Agreement 75 Current Insurance 52 DGCL 1 DTC 4 Effective Time 2 Environmental Laws 75 Equity Award Exchange Ratio 76 ERISA 18 ERISA Affiliate 19 Exchange Act 76 Exchange Agent 4 Exchange Fund 4 Exchange Ratio 3 Excluded Share 76 Filing 13 Financing 76 Financing Source 76 Form ▇-▇ ▇▇ ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing 76 Governmental Entity 13 Hazardous Substances 76 HSR Act 13 Indemnified Party 52 Inside Date 2 Prospectus Supplement Intellectual Property 76 internal controls 14 International Trade Law 76 Intervening Event 76 IRS 18 IT Systems 23 JPM 79 Knowledge 77 Laws 77 Lease 24 Leased Real Property 77 Lien 77 Material Purchase Order 77 Merger 1 Collateral Information 10 Public Certificates Merger Consideration 3 Merger Consideration Value 8 Merger Sub 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Merger Sub Bylaws 29 Merger Sub Charter 29 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ 79 Nasdaq 77 Net Option Share 8 Notice Period 47 OFAC 16 Order 77 Ordinary Course 77 Outside Date 63 Parent 1 Parent Balance Sheet 77 Parent Bylaws 29 Parent Charter 27 Parent Common Stock 3 Parent Disclosure Letter 28 Parent Material Adverse Effect 77 Parent Preferred Stock 29 Parent Related Party 79 Parent SEC Documents 32 Parent SEC Financial Statements 33 Parent Stock Plans 79 Parent Stock Price 79 Parent Warrant Confirmations 79 Pension Plan 19 Permits 17 Permitted Individuals 50 Permitted Lien 79 Person 79 Proceeding 80 Proposed Changed Terms 47 Proxy Statement/Prospectus 42 Regulation M-A Filing 43 Regulation S-K 15 Reporting Tail Endorsement 53 Representatives 80 Restricted Information 48 ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇-▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 80 SEC 10 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:80 Significant Subsidiaries 11 Solvent 36 Stock Consideration 3 Stock Threshold 3 Subsidiary 80 Superior Proposal 80 Surviving Corporation 2 Takeover Statute 27 Tax 80 Tax Return 80 Tax Sharing Agreement 80 Taxing Authority 81 Termination Fee 65 Top Customers 81 Top Parent Counterparties 81 Top Suppliers 81 Total Issuance 3 Transaction Litigation 55 WARN 81 Willful Breach 81
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice Accounting Fees 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 25 Acquired Avoidance Actions 4 Acquired Insurance Assets 3 Acquired Intellectual Property 3 Acquired Lease 2 Acquired Leased Real Property 2 Acquired Software 31 Agreement 1 Officer’s Certificate Agreement Dispute 74 Allocation 67 Allocation Methodology 67 Assigned Contracts 2 Assignment and Assumption Agreement 15 Assumed Cure Costs 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Assumed Current Liabilities 6 Assumed Liabilities 6 Assumed Rebate Liability 6 Avoidance Actions 4 Backup Bidder 42 Bankruptcy Cases 1 Certificate Administrator Bankruptcy Code 1 Pooling and Servicing Agreement Bankruptcy Court 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Bankruptcy Court Milestones 40 Breakup Fee 66 Business Confidential Information 59 Business Data 32 Business Insurance Policies 36 Cash Payment 13 Chosen Courts 74 Closing 15 Closing Date 15 Closing Date Payment 13 Closing Working Capital Statement 17 Commercial Interco Contracts 2 Prospectus Supplement Cure Costs 6, 7, 79 Dataroom 38 Deposit 14 Designated Purchaser 71 Disputed Amounts 18 EIC 12 Elixir 1 Collateral Employee Benefit Plan 80 Enforceability Exceptions 22 Environmental Permits 29 Escrow Account 13 Estimated Closing Working Capital 17 Estimated Closing Working Capital Statement 17 Excluded Assets 4 Excluded Contracts 4 Excluded Cure Costs 7 Excluded Insurance Assets 3 Excluded Insurance Policies 3 Excluded Liabilities 7 Excluded Rebate Liability 8 Expense Reimbursement 66 Express Representations 37 FDI 22 Filed SEC Documents 21 Final Deposit 13 Financial Statements 23 Financing 77 Financing Sources 76 Foreign Competition Laws 22 Fundamental Representations 63 Guaranteed Obligations 57 Guarantor 1 Guggenheim Securities 36 Indebtedness 43 Independent Accountant 18 Information 10 Public Certificates Presentation 38 Initial Deposit 13 Leased Real Property 24 Material Contract 25 Mental Impressions 60 Non-Recourse Person 72 Outside Date 64 Owned Real Property 2 Parties 1 Crossed Mortgage Loans 17 Party 1 PCI Requirements 32 Permits 28 Permitted Purposes 59 Petition Date 1 PHI 61 Pre-Closing Matters 54 Privacy Agreements 32 Privacy and Information Security Policies 32 Privacy Laws 32 processing 32 Projections 57 Purchase Price 12 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Adjustment Amount 20 Purchaser Plans 48 RAD 22 Registered Trademarks 29 Registration Office 29 Rejection Contracts 10 Resolution Period 18 Retained Privileged Materials 5 Review Period 18 ROI Amendment 2 Schedule 21 Scheduled Employees 47 Schedules 21 Second Deposit 13 Security Breach 33 Seller 1 Seller Sufficiency Representations 63 Seller Support Obligations 55 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as Sellers’ Insurance Policies 54 Significant Customer 27 Significant Supplier 27 Statement of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Objections 18 Successful Bidder 42 Third Party Assurances 55 Transaction Source Code 30 Transfer Offer 47 Transfer Taxes 67 Transferred Employees 48 Viruses 31 WARN 36
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Action 1 Affected Loan(s) 17 MOU 25 Affiliate 1 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Business Day 1 Claims 18 Control 2 Other Mortgage Loans Cure Notice 22 Cure Period 23 Default Interest Rate 2 Direct G&A Costs 2 Disclosing Party 25 Disputed Item 14 Effective Date 1 Certificate Administrator Emergency 2 Environmental Condition 2 Environmental Law 2 Expert 3 Facilities 3 FERC 3 Fiscal Year 3 Force Majeure 12 Gathering Assets 3 Governmental Entity 3 Indebtedness for Borrowed Money 3 Indemnified Party 18 Indemnifying Party 18 Indemnity Demand 18 KAAC 3 Knowledge 3 Law 3 Material Adverse Effect 3 Natural Gas Liquids Pipelines 3 Natural Gas Pipelines 4 Notice 25 Options 4 Owner 1 Pooling and Servicing Agreement Owner Direct-Billed Costs 4 Owner Indemnified Party 18 Parties 1 Certificate Party 1 Performance Breach 22 Performance Breach Notice 22 Permits 4 Person 4 Prime Rate 4 Processing Assets 4 Proposed Support Services Fee 13 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Restrictive Covenants Agreement 4 Reasonable and Prudent Service Provider 8 Receiving Party 25 Related Party Transaction Policy 4 Required Upgrade 4 Restricted Persons 24 Senior Supervisory Personnel 5 Service Contracts 5 Service Costs 5 Service Provider 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC Service Provider Indemnified Party 18 Services 8 Subsidiary 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Supplemental Service Provider 8 Supplemental Service Providers 8 Support Services Fee 5 System 5 System (Effective Date) 6 Term 6 Third Party 6 Transferred Employees 24 TRRC 6 Unrecoverable Damages 6 CONSTRUCTION, OPERATIONS AND MAINTENANCE AGREEMENT This Construction, Operations and Maintenance Agreement (this “Agreement”) is effective as of November 9, 2018 (the “Effective Date”), dated as of January 9by and between Apache Corporation, 2013a Delaware corporation (“Service Provider”), between ▇on the one hand, and Altus Midstream Company (f/k/a ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. Acquisition Corp.), a Delaware corporation (as “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementOwner”), on the other hand. Each of Service Provider and Owner is sometimes referred to be dated herein individually as of January 1, 2013 between Purchaser, a “Party” and collectively as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master ServicerParties.”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
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INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sTerm Section Acceptable Confidentiality Agreement Appendix A ACS 401(k) 17 MOU 25 Plan 5.9(c) Affiliate Appendix A Agreement 1 Officer’s Preamble Anti-Corruption Laws 3.21 Antitrust Laws 3.5(b) Applicable Company Subsidiary Appendix A Applicable Company Subsidiary Acquisition Closing Appendix A Applicable Subsidiary Acquisition Agreement Appendix A Benefit Plan 3.12(a) Book-Entry Shares 2.1(a)(ii) Business Day Appendix A Bylaws 3.1 Canceled Shares 2.1(a)(i) Capitalization Date 3.2(a) Certificate 6 of Incorporation 3.1 Certificate of Merger 1.3 Certificates 2.1(a)(ii) Closing 1.2 Closing Date 1.2 COBRA 3.12(g) Code Appendix A Company Preamble Company Acquisition Proposal Appendix A Company Adverse Recommendation Change 5.5(c) Company Board Recitals Company Common Stock 2.1(a)(i) Company Disclosure Letter Appendix A Company Equity Awards Appendix A Company Equity Plans Appendix A Company ESPP Appendix A Company Intellectual Property Appendix A Company Intervening Event Appendix A Company Leased Real Property 3.17(b) Company Licensed IP Appendix A Company Material Adverse Effect Appendix A Company Material Contract 3.15(a) Company Option Appendix A Company Option Grant Date 3.2(b) Company Owned IP Appendix A Company Owned Real Property 3.17(a) Company Permits 3.10(a) Company Preferred Stock 3.2(a) Company Real Property 3.17(b) Company Recommendation Appendix A Company Registered IP Appendix A Company RSU Award Appendix A Company SEC Documents 3.6(a) Company Stockholder Approval 3.4 Company Stockholders’ Meeting 5.2(b) Company Superior Proposal Appendix A Company Termination Fee Appendix A Confidentiality Agreement Appendix A Consent 3.5(b) Continuing Employee 5.9(a) Contract Appendix A Control Appendix A Controlled Group Liability 3.12(a) Copyrights Appendix A Customs & International Trade Authorizations Appendix A Customs & International Trade Laws Appendix A D&O Indemnified Parties 5.6(a) Delaware Secretary of State Appendix A DGCL Recitals Dissenting Shares 2.6 Divestiture Action 5.3(d) Effective Time 1.3 Environmental Laws Appendix A ERISA 3.12(a) ERISA Affiliate 3.12(a) ESPP Option Appendix A ESPP Option Price Appendix A Exchange Act Appendix A Exercise Date Appendix A Existing Credit Agreement Appendix A FCPA Appendix A FDA 3.23(a) FDA Laws Appendix A Federal Health Care Program 3.24(b) Federal Health Care Program Laws 3.24(c) Federal Privacy and Security Regulations 3.24(e) Foreign Benefit Plan 3.12(a) GAAP Appendix A Governmental Authority Appendix A Hazardous Materials Appendix A HIPAA 3.24(c) HSR Act Appendix A Indebtedness Appendix A Intellectual Property Appendix A Intellectual Property Agreement Appendix A IRS Appendix A Knowledge Appendix A Labor Agreement 3.13(a) Law Appendix A Lease 3.17(b) Lien Appendix A Merger Recitals Merger Consideration 2.1(a)(ii) Merger Sub Preamble Merger Sub Board Recitals Multiemployer Pension Plans 3.12(a) NASDAQ Appendix A New Exercise Date 2.3(d) OFAC Appendix A Offering Period Appendix A Option Consideration 2.3(a) Order Appendix A Oxford Warrants Appendix A Parent Preamble Parent 401(k) Plan 5.9(c) Parent Common Stock Appendix A Parent Expenses 7.3(b) Parent Material Adverse Effect 4.1 Parent Organizational Documents Appendix A Patents Appendix A Paying Agent 2.2(a) Payoff Letter 5.12 Pension Plans 3.12(a) Permitted Lien Appendix A Person Appendix A Proceedings Appendix A Proxy Statement 3.11 Registrations Appendix A Regulatory Authority Appendix A Release Appendix A Representative Appendix A RSU Consideration 2.3(b) Sanctioned Country Appendix A Sanctioned Person Appendix A Sanctions Appendix A ▇▇▇▇▇▇▇▇-▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Act Appendix A SEC Appendix A Securities Act Appendix A Security Appendix A Software Appendix A SSA 3.24(b) Subsidiary Appendix A Surviving Corporation 1.1 Tax Appendix A Tax Returns Appendix A Taxes Appendix A Termination Date 7.1(b)(i) Trade Secrets Appendix A Trademarks Appendix A Trading Day Appendix A Treasury Regulations Appendix A Voting Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Recitals WARN Act 3.13(a) THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”), dated as of January 9December 7, 20132017, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC is made by and among Stryker Corporation, a Michigan corporation (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementParent”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan ServicesExplorer Merger Sub Corp., a Division Delaware corporation and a direct or indirect wholly owned Subsidiary of PNC Bank, National Association, as master servicer Parent (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianMerger Sub”), and Situs HoldingsEntellus Medical, LLCInc., as trust advisor a Delaware corporation (the “Trust AdvisorCompany”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized Defined terms used herein but not defined herein shall in this Agreement have the respective meanings assigned ascribed to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 25 Effect 46 Acquired Leased Real Property 1 Enforceability Exceptions 11 Acquired Owned Real Property 2 Environmental Liabilities 3 Acquired Real Property 2 Escrow Agent 6 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Excluded Assets 2 Other Mortgage Loans Agreement Dispute 37 Excluded Liabilities 3 Allocation 35 Express Representations 13 Allocation Methodology 35 Financing 14 Allocation Objection Notice 36 FTC 21 Assigned Contracts 2 Fundamental Representations 29 Assignment and Assumption Agreement 7 Independent Accountant 10 Assumed Liabilities 3 Information Presentation 13 Backup Bidder 17 Lenders 14 Bankruptcy Cases 1 Certificate Administrator Non-Recourse Party 37 Bankruptcy Code 1 Pooling and Servicing Agreement Outside Date 31 Bankruptcy Court 1 Certificate Parties 1 Bidder Approval Date 15 Party 1 Bidding Procedures Order 1 Petition Date 1 Cash Payment 5 Pro-Rated Amount 30 Chosen Courts 39 Prorations 8 Closing 7 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates Price 5 Closing Date 7 Purchaser 1 Closing Date 2 Prospectus Supplement 1 Collateral Information Payment 5 Rolling Stock 28 Closing Escrow 7 Schedule 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser Closing Statement 9 Schedules 10 Closing-Related Costs 9 Seller 1 Cure Request 16 Repurchase Request 19 Custodian Costs 3 Seller Broker 14 Dataroom 13 Seller Support Obligations 26 Credit .Agreement 14 Sellers 1 Seller Debtors 1 Defective Mortgage Loan Successful Bidder 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum Deposit 6 Title Company 7 Designated Purchaser 37 Transfer Taxes 33 Disputed -Amounts 9 Yellow 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:DOJ 21
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Sources: Asset Purchase Agreement (XPO, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice Additional Rent 10 L Annual Fixed Rent 2 Automobile Parking Area 41 Land 3 B Landlord 1, 34 Landlord Failure 19 Mortgage Loans Base Complex Operating Expenses 13 Landlord’s Complex Operating Expenses 13 Base Operating Expenses per Square Foot of Landlord’s Operating Expenses 11 Rentable Floor Area 3 Landlord’s Taxes 13 Base Taxes per Square Foot of Rentable Floor Area 3 Landlord’s Address 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate Lease Year 2 Broker 4 Building 3 Business Day 37 0 C Offered Space 6 Complex 3 Outside Restoration Date 27 Construction Manual 15 p Controllable Operating Expenses 13 E Permitted Transfer 24 Permitted Uses 4 Encumbrance 24 Premise Address 2 Estimated Term Commencement Date 2 Premises 4 Expansion Market Rent 6 Prior Lease Reimbursement 3 Extension Term 8 Public Liability Insurance 4 Fair Market Rent 9 Rent 11 Financing Party 39 Rent Commencement Date 2 First Offered Space 6 Rentable Floor Area of B▇▇▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynchof Premises 4 G Rooftop Installation Area 42 Rooftop License 42 Generator Rent 45 T GPS Antenna 42 GPS Rent 43 Tenant 1, Pierce34 Ground Installation Area 44 Tenant Work 15 Ground License 44 Tenant’s Initial Construction 16 Guarantor 4, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity30, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class 38 Tenant’s Pro Rata Share of Landlord’s Complex H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements Operating Expenses 13 Tenant’s Authorized Representative 4 Hazardous Substances 20 Tenant’s Notice Address 1 Hours of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Operation 17 Term Commencement Date 2 I Term Expiration Date 2 Transferees 24 Improvement Allowance 3 Transfers 24
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Acceptable Confidentiality Agreement 98 Agreement 1 Officer’s Anti-Corruption Laws 34 Appraisal Withdrawal 11 Appraised Fair Value 11 Benefit Plans 24 Bermuda Companies Act 3 Book-Entry Shares 8 Burdensome Condition 64 business day 98 Capital Stock 98 Capitalization Date 16 Certificate of Merger 4 Certificates 8 Change of Recommendation 55 Class A Common Stock 16 Class B Common Stock 16 Closing 4 Closing Date 4 Common Share 6 Common Share Consideration 6 Common Stock 16 Communications Law 98 Company 1 Company Benefit Plans 72 Company Board of Directors 1 Company Board Recommendation 1 Company Disclosure Letter 14 Company Equity Awards 12 Company Equity Plan 98 Company Financial Advisor 37 Company Governing Documents 98 Company Indebtedness 76 Company Material Adverse Effect 98 Company Material Contract 28 Company Options 12 Company Permits 34 Company Related Parties 89 Company RSUs 12 Company SEC Documents 21 Company Subsidiary 15 Company Systems 98 Company Termination Fee 98 Company Transaction Related Matters 89 Competing Proposal 98 Competition Law 98 Compliant 98 Confidentiality Agreement 98 Continuing Employees 72 Contracts 98 Covered Persons 69 Curaçao Restructuring 62 D&O Insurance 69 Debt Financing 42 Debt Financing Documents 1 Debt Financing Sources 98 Debt Payoff 79 Dissenting Shares 98 Effect 98 Effective Time 4 Enforceability Exceptions 19 Environmental Law 98 Environmental Permit 98 Equity Commitment Letter 1 Equity Financing 42 Equity Interests 16 Equity Investors 42 Exceptions 48 Exchange Act 21 Exchange Fund 8 Ex-Im Laws 34 Expenses 98 Financial Statements 21 Financing 42 Financing Documents 1 GAAP 21 Government Official 98 Governmental Entity 20 ▇▇▇▇▇▇▇▇▇ of Sale 2 Other Mortgage Loans ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Hazardous Substances 98 Indebtedness 98 Indemnification Agreements 69 Intellectual Property Rights 98 Intervening Event 98 knowledge 98 Law 98 Legal Proceeding 24 Lender Related Party 89 Liabilities 98 Licensed Company Intellectual Property 98 Lien 98 Marketing Period 98 Merger 1 Certificate Administrator Merger Application 4 Merger Consideration 6 Merger Sub 1 Pooling and Servicing Merger Sub Common Stock 6 Nasdaq 20 New York Courts 111 Notice Period 55 OFAC 34 Option Consideration 12 Outside Date 98 Owned Company Intellectual Property 98 Parent 1 Parent Disclosure Letter 40 Parent Related Parties 89 Parent Termination Fee 98 Parent Transaction Related Matters 89 Paying Agent 8 Permitted Liens 31 Person 98 Pre-Closing Period 48 Preferred Share 6 Preferred Stock 16 Proxy Statement 37 ▇▇▇▇▇▇▇▇▇ ▇ Representatives 98 Required Communications Approvals 20 Required Competition Approvals 20 Required Information 79 Requisite Shareholder Approval 98 Sanctioned Country 34 Sanctioned Person 34 Sanctions Laws 34 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 21 SEC 14 Securities Act 21 Series A Preferred Share Consideration 6 Series A Preferred Stock 16 Series B Preferred Share Consideration 6 Series B Preferred Stock 16 Shareholder Guarantees 98 Shareholders 1 Shareholders Meeting 62 Shares 6 Significant Subsidiary 98 Software 98 Solvent 46 Special Committee 1 Statutory Merger Agreement 98 Subsidiaries 98 Subsidiary 98 Superior Proposal 98 Surviving Company 3 Systems 98 Takeover Law 38 Tax Return 98 Taxes 98 Termination Fee 98 Trade Control Laws 34 Transaction Litigation 98 Transactions 1 Voting Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Willful Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement 98 This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 9October 27, 20132019, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC is by and among TV Bidco B.V., a Netherlands private limited liability company (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementParent”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan ServicesTV Bermuda Ltd., a Division Bermuda exempted company limited by shares and a wholly-owned subsidiary of PNC Bank, National Association, as master servicer Parent (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianMerger Sub”), and Situs HoldingsCentral European Media Enterprises Ltd., LLC, as trust advisor a Bermuda exempted company limited by shares (the “Trust AdvisorCompany”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Merger Agreement (Central European Media Enterprises LTD)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) Acquired Assets 2 Acquired Real Property 2 Administrative Agent 17 MOU 25 Agreement 1 Officer’s Certificate Agreement Dispute 45 Allocation 39 Allocation Methodology 38 Allocation Objection Notice 39 Assigned Contracts 2 Assignment and Assumption Agreement 8 Assumed Liabilities 3 Backup Bidder 19 Bankruptcy Cases. 1 Bankruptcy Code 1 Bankruptcy Court 1 Bidder Approval Date 17 Bidding Procedures Order 1 Canadian Court 1 Canadian Recognition Proceedings 1 Cash Payment. 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans CCAA 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Chosen Courts 45 Closing 7 Closing Date. 7 Closing Date Payment. 6 Closing Escrow 8 Closing Statement 11 Closing-Related Costs 11 Conditions Certificate 36 Credit Agreement 17 Cure Costs 3 Dataroom. 14 Debt Commitment Agreement 17 Debtors 1 Deposit 6 Designated Purchaser 42 Disputed Amounts 11 DOJ 23 Effect 52 Enforceability Exceptions 12 Environmental Liabilities. 3 Escrow Agent 6 Excluded Assets 2 Prospectus Supplement Excluded Contract 3 Excluded Environmental Liabilities 4 Excluded Liabilities 4 Express Representations 14 Financing. 17 Foreign Representative 1 Collateral FTC 23 Fundamental Representations 34 Guaranteed Obligations 32 Guarantor 1 Independent Accountant 11 Information Presentation 14 Lenders 17 Non-Recourse Party 43 Outside Date. 36 Parties 1 Party 1 Petition Date. 1 Pre-Adjustment Cash Payment 6 Prorations 10 Public Certificates Purchase Price 6 Purchaser 1 Crossed Mortgage R+L Paramount 17 Revolving Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Rolling Stock 31 Schedule 12 Schedules 12 Seller 1 Seller Broker 14 Seller Support Obligations 29 Sellers 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute Specified Uses 16 Successful Bidder 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January Title Company 8 Transfer Taxes 38 Yellow 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Asset Purchase Agreement
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 2010 VSD 55 Accounts Receivable 32 Acquisition Proposal 69 Acquisition Subsidiary 1 Affected Loan(s) 17 MOU 25 Action 41 Adjustment Amount 14 Adverse Recommendation Change 68 Affiliate 91 Agents 68 Agreement 1 Officer’s Annual Financial Statements 24 Antitrust Filings 66 Assets 29 Auditor 13 Balance Sheet 24 BIS 54 Business Day 3 Cap 86 Cash 11 Cash Adjustment Amount 14 Certificate of Merger 2 Certificates 6 ▇▇▇▇ of Sale CFIUS 71 CFIUS Approval 71 Clearances 57 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Balance Sheet 12 Closing Cash 12 Closing Date 3 Closing Indebtedness 12 Closing Net Working Capital 12 Closing Statement of Cash 12 Closing Statement of Indebtedness 12 COBRA 49 Code 6 Common Stock 4 Company 1 Company Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 35 Company Intellectual Property Agreement 37 Company Manufacturing Tools 35 Company Material Adverse Effect 63 Company Organizational Documents 21 Company Recommendation 67 Company Software 36 Company Transaction Expenses 17 Confidentiality Agreement 65 Contract 34 Contracts 34 Covered Employees 73 CSOs 70 Defense Notice 84 Determination Date 14 DGCL 2 Prospectus Supplement 1 Collateral Information Disclosure Schedule 20 Dissenting Shares 6 Effect 63 Effective Time 2 Employment Agreements 2 Environmental Law 46 Environmental Property 45 Escrow Account 16 Escrow Agreement 8 Escrow Amount 3 Estimated Cash 11 Estimated Closing Net Working Capital 11 Estimated Company Transaction Expenses 17 Estimated Indebtedness 11 Estimated Net Working Capital Shortfall 12 Exchange Agent 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Exchange Agent Agreement 10 Exchange Fund 10 Final Closing Cash 14 Final Judicial Determination Closing Indebtedness 14 Final Closing Net Working Capital 14 Final Net Working Capital Excess 14 Final Net Working Capital Shortfall 14 Financial Statements 24 FINSA 71 Fully Diluted Shares 4 GAAP 12 Good Faith Statement 11 Government 8 Government Contract 55 Government Subcontracts 55 Governmental Authorization 44 Hazardous Materials 46 HSR Act 66 Income Tax 29 Indebtedness 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 85 Indemnified Losses 80 Indemnified Party 83 Indemnifying Party 83 Information Statement 58 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 35 Interim Financials 24 IRS 9 Key Stockholders 1 Law 44 Leased Real Property 30 Letter of Transmittal 10 Liens 30 Losses 80 Merger 1 Merger Consideration 3 Net Working Capital 11 NLRA 48 Non-Competition and Confidentiality Agreements 2 off-balance sheet arrangements 24 Order 41 Ordinary Course of Business 26 Owned Software 36 Parent 1 Parent Indemnified Persons 80 Parties 1 Party 1 Payment Event 92 Per Share Common Adjustment Amount 4 Per Share Common Closing Amount 4 Per Share Common Escrow Amount 4 Per Share Preferred Adjustment Amount 4 Per Share Preferred Closing Amount 4 Per Share Preferred Escrow Amount 4 Per Share Series D Preference Amount 4 Percentage 81 Permits 44 Person 91 Plan 49 Plans 49 Pre-Closing Period Income Tax Returns 77 Pre-Closing Tax Period 77 Property 29 Public Software 36 Real Property Leases 30 Release 46 Remaining Escrow Amount 17 Representative 19 Representative Expense Amount 3 Representative Expenses 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC Requisite Stockholder Approval 24 Restricted Share 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Restricted Share Issuance Agreements 22 Scheduled Company Intellectual Property 36 Scheduled Indemnity Matters 81 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:24 Series A Preferred Stock 5 Series B Preferred Stock 5 Series C Preferred Stock 5 Series D Preference Payment 5 Series D Preferred Stock 5 Share 21 Shares 21 Side Agreements 1 Software 36 Spreadsheet 70 Statement 9 Stockholder Indemnified Persons 83 Stockholder Non-Competition Agreements 1 Stockholders 1 Straddle Period 78 Subsidiary 21 Superior Proposal 70 Surviving Company 2 Surviving Company Organizational Documents 18 Tail Policy 19 Takeover Statute 58 Target Net Working Capital 12 Tax 29 Tax Attributes 27 Tax Return 29 Tax Returns 29 Taxes 29 Termination Fee 92 Third Party 70 Third Party Intellectual Property License 37 Third Person 84 Third Person Claim 84 Treasury Regulations 6 Unvested Consideration 7 Unvested Restricted Shares 5 Vested Restricted Shares 5 Working Capital Adjustment Amount 14
Appears in 1 contract
Sources: Merger Agreement (Ixia)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 25 19 Agreement 1 Officer’s Certificate 6 ▇B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 21 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 14 Special Servicer 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9December 2, 20132015, between ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January December 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank W▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo BankRialto Capital Advisors, National AssociationLLC, as custodian special servicer (the “CustodianSpecial Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital I Trust 20132015-C7UBS8, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 UBS8 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, UBS Securities LLC and D▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, PierceLLC, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. LLC and ▇LLC, M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated and UBS Securities LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3November 18, 2013 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2015-Ubs8)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Defined Terms Page 1099 Contractor 1 Affected Loan(sAcquiror 1 Acquiror Indemnified Parties 59 Acquiror Plans 52 Acquiror’s 401(k) 17 MOU 25 Plan 51 Acquisition 41 Action 1 Active Business Employees 50 Affiliate 1 Agreement 1 Officer’s Certificate 6 Ancillary Agreements 1 Antitrust Clearance 56 Approvals 38 Assumed Company Plans 12 Assumed Contracts 11 Assumed Liabilities 14 Audited and Reviewed Financial Statements 41 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Sale, Assignment and Servicing Assumption Agreement 1 Certificate Purchase Agreement Books and Records 11 Business 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Confidential Information 48 Business Day 2 Business Employees 2 Closing 17 Closing Amount 17 Closing Date 17 Closing Net Working Capital 19 Closing Receivables 45 Closing Target 19 COBRA 29 Code 2 Prospectus Supplement Company 1 Collateral Company Confidential Information 48 Company FSA 52 Company FSA End Date 52 Company Indemnified Parties 60 Company Marks 2 Company Plan 29 Company’s 401(k) Plan 51 Company’s Knowledge 6 Defined Terms Page Confidentiality Agreement 38 Consultation Period 19 Continuing Support Obligation 42 Contract 10 Public Certificates Control 2 Corporate Policies 43 Current Assets 2 Current Liabilities 2 Deductible Amount 60 Direct Claim 61 Disclosure Schedule 21 End Date 57 Environmental Condition 2 Environmental Law 3 Environmental Permit 3 Equipment 12 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 18 Excluded Assets 12 Excluded Employees 3 Excluded Liabilities 15 Final Closing Statement 20 Final Net Working Capital 20 Financial Statements 23 Financing 3 Financing Sources 3 Financing Sources Related Parties 3 Fraud 4 FSA Balances 53 FSA Participants 52 Fundamental Representations 4 GAAP 4 Governmental Entity 4 Governmental Order 4 Hazardous Material 4 HSR Act 4 Inactive Business Employee 4 Indebtedness 5 Indemnified Party 60 Indemnifying Party 60 Independent Accounting Firm 19 Indian Business Assets 50 Indian Business Employee 5 Insurance Policies 32 Intellectual Property 5 Inventory 5 IP Assignment Agreements 6 IRS 6 IT Asset Contract 6 IT Assets 6 Joint Defense Agreement 6 Knowledge of the Acquiror 6 Knowledge of the Company 6 Law 6 Leased Real Property 6 Legal Process 48 Liabilities 6 Lien 7 Local Agreements 50 Losses 7 Material Adverse Effect 7 Material Customers 32 Material Suppliers 32 Net Working Capital 8 New York Courts 68 Non-Reimbursable Losses 64 Notice of Disagreement 19 Parent 1 Crossed Mortgage Loans Permits 24 Permitted Liens 8 Person 8 Post-Closing Adjustment 21 Post-Closing Consents 40 Pre-Closing Insurance Matter 43 Pre-Closing Period 35 Pre-Closing Tax Period 8 Product 8 PTO Rollover 51 Purchase Price 17 Purchaser 1 Cure Request 16 Repurchase Request Real Estate Lease 8 Recall 31 Receivables 11 Reference Balance Sheet 23 Related to the Business 8 Release 8 Remedial Action 39 Representative 9 Required Payments 9 Retained Litigation 13 Review Period 19 Custodian 1 Seller 1 Defective Mortgage Loan Shared Contracts 9 Software 9 Specified Warranty Breaches 59 Straddle Period 9 Subsidiary 9 Support Obligations 42 Support Services 43 Target Net Working Capital 9 Tax 9 Tax Returns 10 Third Party Claim 61 Third Party Rights 17 Seller Defeasance Rights Trademarks 5 Transaction Agreements 10 Transaction Expenses 10 Transfer Taxes 49 Transferred Assets 10 Transferred Employee 51 Transferred Employee Records 11 Transferred IP 11 Transition Services Agreement 10 Warranty Breach 59 willful and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement material breach 58 This ASSET PURCHASE AGREEMENT, dated as of May 8, 2019 (this “Agreement”), dated as of January 9is made by and among HARSCO CORPORATION, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage LoansCompany”) as described herein. Purchaser will convey the Mortgage Loans to ), E&C FINFAN, INC., a trust Delaware corporation (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementAcquiror”), and, solely with respect to be dated as of January 1Section 11.19, 2013 between PurchaserCHART INDUSTRIES, as depositor, Midland Loan ServicesINC., a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 20 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 25 18 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 20 Final Judicial Determination 21 Final Memorandum 1 Indemnification Agreement 13 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 26 Officer’s Certificate 7 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 20 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9October 28, 20132015, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January November 1, 2013 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), excluded special servicer (in such capacity, the “Excluded Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo BankLNR Partners, National AssociationLLC, as custodian general special servicer (the “CustodianGeneral Special Servicer”), and Situs Holdings, Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 20132015-C7C26, Commercial Mortgage Pass-Through Certificates, Series 20132015-C7 C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms used in this Agreement have the meanings ascribed to them on the pages indicated below: Acceptable Confidentiality Agreement 58 Action 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Officer’s Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 5 Code 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Options 13 Company Stock Plans 13 Company Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Domain Names 30 Effective Time 6 ▇▇▇▇ of Sale Employment Compensation Arrangement 37 Environment 20 Environmental Claim 20 Environmental Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 59 ERISA Affiliate 59 ESPP 11 Exchange Act 2 Other Mortgage Loans Exchange Fund 8 Existing Credit Agreement 54 FAR 25 Filed SEC Documents 12 Final Offering Period 11 Financial Advisor 37 Financial Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 16 Governmental Authority 15 Governmental Authorizations 15 Hazardous Materials 21 HSR Act 15 Import and Export Laws 19 Indebtedness 59 Indemnified Party 52 Intellectual Property 30 Intellectual Property Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Last Measurement Period 11 Law 15 Leased Real Property 30 Liens 13 Marks 30 Material Adverse Effect 59 Material Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing 5 Merger Closing Date 5 Merger Consideration 7 Merger Sub 1 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 Offer 1 Offer Closing 3 Offer Conditions 2 Prospectus Supplement Offer Documents 3 Offer Price 1 Collateral Information Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 30 Parent 1 Parent 401(k) Plan 51 Parent Cash Award 10 Public Certificates Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Crossed Mortgage Loans 17 Purchaser Party 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Patents 30 Paying Agent 8 Permitted Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit Act 16 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Subsidiary 61 Superior Proposal 45 Support Agreement (the “Pooling and Servicing Agreement”), to be dated as 1 Surviving Corporation 5 Surviving Corporation Certificate of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Termination Condition I-2 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Transaction Litigation 49 TSR 61 Underwater Option 10 Voting Company Debt 14
Appears in 1 contract
Sources: Merger Agreement
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Acquired Assets 5 Acquired Leased Real Property 5 Acquired Owned Real Property 5 Adjustment Escrow Account 11 Adjustment Escrow Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling 11 Adjustment Escrow Amount 11 Agreement 4 Allocation 49 Assigned Contracts 5 Assignment and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Assumption Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇Assumed Liabilities 8 Backup Bidder 28 ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇45 ▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”)License 45 Bankruptcy Case 4 Bankruptcy Code 4 Bankruptcy Court 4 Business 4 Cash Payment. 11 Chosen Courts 55 Closing 12 Closing Date. 12 Closing Date Payment 11 Closing Inventory. 14 Closing Inventory Statement 14 Closing Property Taxes 14 Closing Property Taxes Statement 15 Company 4 Core Equipment 5 Cure Costs 8 Customer & Vendor List 34 Dataroom. 27 Deposit 12 Deposit Escrow Account. 12 Deposit Escrow Agreement 12 Employees 34 Enforceability Exceptions 17 Engagement Date 16 Equity Commitment Letter 4 Escrow Agent 11 Estimated Inventory 14 Estimated Property Taxes 14 Excluded Assets 6 Excluded Contracts 6 Excluded Liabilities 9 Existing Marks 43 Express Representations 27 Final Inventory 16 Final Property Taxes 16 Financial Statements 18 Foreign Competition Laws 17 Information Presentation 27 IP Assignment Agreement 13 Leased Real Property 18 Leases 18 Multiemployer Plans 23 New Leases 44 Outside Date. 47 Owned Real Property 19 Parties 4 Party 4 Pension Plans 23 Permits 21 Projections. 41 Property Taxes Shortfall Amount 15 Purchase Price 10 Purchaser 4 Purchaser 401(k) Plan 35 Purchaser Plans 35 Retained Mixed-Use Contract 42 Retained Names and Marks 43 Sale 4 Sale Order 4 Schedules 53 Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein4 Seller Plans. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing 23 Shortfall Amount 15 Successful Bidder 28 Transfer Offer 34 Transfer Taxes 49 Transferred Employees 34 Transferred Mixed-Use Contract 42 Transition Services Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities 13 Updated Schedules 39 Warn Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:36 Welfare Plans 23
Appears in 1 contract
Sources: Asset Purchase Agreement
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 25 Closing 13 Acquired Avoidance Actions 4 Closing Date 13 Acquired Leased Real Property 2 Code 83 Acquired Leases 13 Company 1 Acquired Owned Real Property 2 Company Exclusively Licensed Intellectual Property 83 Acquired Subsidiaries 3 Company Licensed Intellectual Property 83 Action 82 Company Owned Intellectual Property 83 Advisors 82 Company SEC Documents 83 Affiliate 82 Consent 83 Agreement 1 Officer’s Certificate Contract 84 Akorn Luxembourg 82 Credit Bid Amount 12 Allocation 71 Credit Bid Portion 12 Allocation Methodology 71 Cure Costs 6 Alternative Transaction 82 Dataroom 40 Ancillary Agreement 16 DEA 84 Anti-Corruption Laws 82 Designated Purchaser 77 Anti-Money Laundering Laws 82 DIP Credit Agreement 84 Apportioned Obligations 72 Direction Letter 42 Assigned Contracts 2 Documents 84 Assignment and Assumption Agreement 13 Effect 88 Assignment and Assumption of Lease 13 Employees 53 Assumed Benefit Plans 7 Encumbrance 84 Assumed Liabilities 6 Enforceability Exceptions 16 Assumed Taxes 82 Environmental Laws 84 Auction 83 Environmental Permits 26 Avoidance Actions 83 Equipment 84 Backup Bidder 44 ERISA 85 Bankruptcy Case 1 Exchange Act 85 Bankruptcy Code 1 Excluded Assets 4 Bankruptcy Court 1 Excluded Bank Accounts 85 Bidding Procedures Motion 43 Excluded Cash 85 Bidding Procedures Order 83 Excluded Confidentiality Arrangements 85 Business Day 83 Excluded Contracts 4 Cash and Cash Equivalents 83 Excluded Liabilities 7 Chosen Courts 79 Excluded Subsidiaries 5 Express Representations 40 Owned Real Property 19 FDA 85 Parties 1 FDA Ethics Policy 36 Party 1 FDCA 86 Permits 24 Filed SEC Documents 15 Permitted Encumbrances 90 Final Order 85 Person 90 Financing Order 85 Personal Information 90 Foreign Competition Laws 16 Petitions 1 Fraud 85 Post-Closing Tax Period 90 G Reorganization 73 Pre-Closing Tax Period 90 G Reorganization Election 73 Prepetition Obligations 90 GAAP 86 Product 90 Governmental Authorization 86 Product Registrations 91 Governmental Body 86 Projections 62 Hazardous Substance 86 Purchase Price 12 Health Care Laws 86 Purchaser 1 HSR Act 87 Purchaser Group 91 Indebtedness 47 Purchaser Plans 54 India Company 87 Registration Information 91 Information Presentation 40 Regulatory Documentation 91 Intellectual Property 87 Release 91 International Trade Laws 87 Retained Privileged Materials 5 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements 88 Safety Notices 36 Knowledge of the Sellers 88 Sale Hearing 92 L5 74 Sale Order 92 Law 88 Sanctioned Person 92 Leased Real Property 20 Schedules 15 Leasehold Improvements 88 SEC 92 Leases 20 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 92 Lenders 88 Seller and Purchaser hereby agree as follows:1 Liability 88 Seller FDA Transfer Letters 92 Loan Agreement 88 Seller Fundamental Representations 67 Loan Agreement Indebtedness 88 Seller Parties 92 Loan Documents 88 Seller Plan 92 LSRP 56 Seller Sufficiency Representations 67 Material Adverse Effect 88 Sellers 1 Material Contract 22 Standstill Agreement 93 Material Customers 34 Straddle Period 93 Material Suppliers 34 Straddle Period Taxes 73 Non-Debtor Subsidiaries 17 Subsidiaries 93 Order 89 Subsidiary 93 Ordinary Course 89 Successful Bidder 44 Outside Back-Up Date 90 Swiss Company 93 Outside Date 69 Swiss Employees 55 Systems 28 Tax 93 U.S. Antitrust Laws 93 Tax Elections 73 United States Seller Plan 94 Tax Forms 73 Updated Schedules 60 Tax Return 93 WARN Act 55 Taxes 93 Willful Breach 94 Transfer Offer 53 Wind-Down Adjustment Amount 13 Transfer Taxes 71 Wind-Down Amount 12 Transferred Employees 53 Wind-Down Budget 94
Appears in 1 contract
Sources: Asset Purchase Agreement (Akorn Inc)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following terms used herein but not defined herein shall have the meanings assigned given to them in such terms on the Pooling page numbers set forth below: $ 3 Account 29 Account Contracts 12 Accounting Firm 21 Accounting Principles 2 Accounts Receivable 2 Accounts Schedule 29 Acquired Assets 11 Acquisition 11 Affiliate 2 AFIC 1 AFIC II 1 Agreement 1 Alternative Transaction 50 Assumed Liabilities 15 At Risk Client Balances 24 Average Earnout Period Index 23 Base Purchase Price 2 BidPay 1 Business 1 Business Day 2 Business Permits 43 Business Trade Rights 2 Cap 65 Cash Balance Plan 16 Check Freight 1 Claim 2 Claim Notice 66 Closing 19 Closing Bonus 58 Closing Data Tape 21 Closing Date 19 Closing Net Funds Employed 2 Closing Premium 2 Closing Statement 21 Code 2 Collecting Party 25 Competitive Business 51 Competitor 51 Confidentiality Agreement 53 Contracts 3 control 2 controlled by 2 Controlling Party 68 Credit and Servicing Agreement. The Class A-1, Class A-2, Class ACollection Policies 3 Data Tape 3 De Minimis Amount 65 Deductible Amount 65 Direct Claim 66 dollars 3 Earnout Amount 23 Earnout Period 24 Earnout Statement 23 Employee Plans/Agreements 38 Employees 57 Environmental Laws 3 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 3 Estimated Net Funds Employed 3 Estimated Total Post-AB, Class A-3, Class A-4, Class XClosing Bonus Payments 58 Excess Earnout Index 24 Excess Earnout Percentage 24 Excluded Assets 14 Excluded Liability 15 Excluded Tax Liability 16 Facilities 1 Factoring Agreements 12 Factoring Company Guide 1 Filing Party 49 Final Closing Net Funds Employed 22 Final Foreign Cash Amount 23 Final Prepaids Amount 23 Final Purchase Price 23 Final Total Post-A, Class AClosing Bonus Payments 58 Financial Statements 28 Foreign Cash Amount 2 Fundamental Representations 64 Funded Indebtedness 3 GAAP 28 Governmental Entity 59 Group Companies 1 HSR Act 27 IBC 1 ICC 1 ICC Chase Credit Facility 4 ICC Financial Statements 28 Indemnified Parties 65 Indemnifying Party 66 Index 24 Index Ceiling 24 Index Range 24 Index Value 24 Individual Sellers 4 Information 52 Insurance Policies 35 IRS 4 Knowhow 4 knowledge of Seller 4 Laws 4 Leased Property 34 Liability 4 Liens 4 Litigation 4 Losses 4 Material Adverse Effect 30 Material Contract 5 Maximum Earnout 24 Mistakenly Transferred Assets 18 New Mexico Facility 1 Non-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Collecting Party 25 Non-Controlling Party 68 Notice of Disagreement 21 Office 99 Accounts 2 Orders 27 Other Transaction Documents 5 Outside Date 63 Party 5 Payoff Letters 20 Payroll Tax Shortfall 58 PEO Agreements 38 PEOs 5 Permits 5 Permitted Liens 5 Person 5 Personal Goodwill 5 Personal Property 12 Post-Closing Bonus 58 Post-Closing Bonus Adjustment 58 Post-Closing Tax Period 5 Pre-Closing Tax Period 5 Premises Lease Amendments 61 Prepaids Amount 2 Purchase Price 11 Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between 1 Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class XIndemnified Parties 64 Purchaser Obligations 73 Purchaser Parent 1 Purchaser’s Allocation Notice 56 Qualified Employee 58 Recent Balance Sheet 28 Records 13 Release 6 Required Third Party Consents 61 Reviewing Party 49 Sample Closing Statement 6 Seller Disclosure Schedule 25 Seller Indemnified Parties 65 Seller Trade Rights 6 Sellers 1 Sellers’ Allocation 56 Sellers’ Obligations 73 Settlement Accounts 12 Signing Data Tape 6 Straddle Period 57 Tax 6 Tax Claim 68 Tax Proceeding 6 Taxes 6 Technology 12 Technology Connectivity 56 Texas Courts 72 Texas Facility 1 Third-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Party Claim 66 Total Closing Bonus Payments 58 Trade Rights 6 Transaction Documents 6 Transfer 7 Transfer Taxes 7 Transferred Accounts Receivable 12 Transferred Contracts 12 Transferred Employee 58 Transferred Intellectual Property 12 Transferred Leases 12 Transferred Personal Property 12 Transferred Personnel Files 13 Transferred Records 13 Treasury Regulations 7 under common control 2 Waste 7
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INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 2019 PSU 4 Acceptable Confidentiality Agreement 72 Acquisition Proposal 43 Action 20 Affiliate 72 Agreement 1 Officer’s Alternative Financing 57 Anti-Corruption Laws 15 Antitrust Law 47 Applicable Date 16 Australia Credit Facility 72 Bankruptcy and Equity Exception 13 Book-Entry Shares 7 Brookfield Guarantor 1 Business Day 72 Bylaws 11 Cancelled Shares 3 Capital Policy 35 Capitalization Date 11 Certificate 6 ▇▇▇▇ of Sale Incorporation 11 Certificate of Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 7 CFIUS 73 CFIUS Approval 73 Change of Recommendation 45 Class A Common Stock 11 Class B Common Stock 11 Closing 2 Closing Date 2 Prospectus Supplement Code 21 Common Stock 11 Company 1 Collateral Company Disclosure Letter 10 Company Employees 20 Company Equity Award 73 Company Notice 42 Company Plans 21 Company Related Parties 68 Company Remedial Measure 49 Company Requisite Vote 13 Company Securities 12 Company Stock Plan 73 Company Systems 27 Company Termination Payment 73 Confidentiality Agreements 52 Continuing Employees 53 Contract 18 Contribution Notice 73 control 73 Credit Facility 73 Debt Financing 32 Debt Financing Commitments 32 DGCL 1 Dissenting Shares 9 DOJ 47 DPA 74 Effective Time 2 End Date 65 Environmental Laws 28 Equity Financing 32 Equity Financing Commitment 32 ERISA 20 Exchange Act 14 Exchange Fund 6 Excluded Information 10 Public Certificates 59 Ex-Im Laws 15 Expense Cap 68 Financial Advisor 28 Financial Support Direction 73 Financing 32 Financing Commitments 32 FTC 47 GAAP 74 GIC Guarantor 1 Crossed Mortgage Loans 17 Purchaser Government Official 74 Governmental Entity 14 Guarantor 1 Cure Request Hazardous Materials 28 ICCTA 14 Indemnified Parties 54 Infringe 26 Intellectual Property 27 Intervening Event 44 Intervening Event Notice 42 Intervening Event Notice Period 43 IRS 21 Joint Notice 14 knowledge 74 Table of Contents Law 74 Lender Related Party 69 Licenses 14 Liens 24 Marketing Period 74 Material Adverse Effect 75 Material Contract 19 Merger 1 Merger Sub 1 Notice Period 42 Option 4 Other Regulatory Approvals 14 Owned Intellectual Property 27 Owned IP 27 Parent 1 Parent Disclosure Letter 29 Parent Group 46 Parent Guarantee 1 Parent Material Adverse Effect 64 Parent Related Parties 69 Parent Termination Fee 67 Parties 1 Party 1 Paying Agent 6 Pensions Regulator 76 Per Share Merger Consideration 3 Permitted Claims 69 Permitted Liens 24 Person 76 Preferred Stock 11 Proceeding 54 Proxy Statement 26 PSU 4 PwC 74 Recommendation 13 Representatives 39 Required Information 76 Sanctioned Country 16 Repurchase Request 19 Custodian Sanctioned Person 16 Sanctions Laws 16 SEC 16 SEC Reports 16 Securities Act 16 Share 3 Snow Australia Divestiture 47 STB 14 Stock Purchase Plan 5 Stock Unit 4 Stockholders Meeting 45 subsidiaries 76 subsidiary 76 Superior Proposal 43 Surviving Corporation 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Systems 27 Tax Return 25 Taxes 25 Trade Control Laws 15 Transaction Documents 76 Transaction Litigation 62 Transaction Related Matters 69 UK Plan 77 WARN Act 23 Willful Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement 77 Table of Contents This AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2019 (this “Agreement”), dated as of January 9is entered into by and among Genesee & Wyoming Inc., 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of January 1DJP XX, 2013 between Purchaser, as depositor, Midland Loan ServicesLLC, a Division of PNC Bank, National Association, as master servicer Delaware limited liability company (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianParent”), and Situs HoldingsMKM XXII Corp., LLCa Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, as trust advisor (together with the “Trust Advisor”). In exchange for the Mortgage Loans Company and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacityParent, the “UnderwritersParties” and each, a “Party”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sAccounting Firm 10 Adjustment Escrow Account 73 Adjustment Escrow Agreement 73 Adjustment Escrow Amount 73 Advisors 73 Affiliate 74 Agreement 6 Audited Financial Statements 16 Award Agreements 61 Balance Sheet 16 Business Day 74 CARES Act 21 Cash 74 Certificate of Designation 74 Closing 8 Closing Cash 74 Closing Cash Proceeds 7 Closing Date 8 Closing Indebtedness 74 Closing Net Working Capital 74 Closing Statement 9 COBRA 74 Code 74 Company 6 Company 401(k) 17 MOU Plan 61 Company Employee 74 Company Intellectual Property 25 Company Marketing Materials 26 Company Plans 74 Company Products 24 Company Stock 6 Company Trade Secrets 25 Company's knowledge 79 Competition Law 75 Confidentiality Agreement 1 Officer’s 75 Contracts 75 COVID-19 75 COVID-19 Measures 75 D&O Tail Policy 53 Dataroom 43 Disclosure Schedules 13 Environmental Claim 76 Environmental Law 76 Environmental Permits 76 ERISA 76 ERISA Affiliate 76 Escrow Agent 76 Estimated Cash 7 Estimated Closing Statement 7 Estimated Indebtedness 7 Estimated Net Working Capital 7 Estimated Transaction Expenses 7 Express Representations 76 FCPA 36 Final Cash Proceeds 9 Financial Statements 16 FIRPTA Certificate 6 49 Foreign Benefit Plan 30 Fraud 77 Funded Indebtedness 77 Funds Flow 8 GAAP 77 Governmental Body 77 Hazardous Material 77 HSR Act 77 ICE 36 Income Tax Amount 77 Income Taxes 78 Indebtedness 78 Indemnified Person 53 Intellectual Property 78 Interim Financial Statements 16 IRS 79 IT Systems 79 Jewelry Laws 33 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements Process 79 knowledge of the Company 79 Law 79 Lease 18 Leased Real Property 18 Legal Proceeding 79 Liability 79 Licensed Intellectual Property 79 Liens 79 Material Adverse Effect 79 Material Contract 24 Material Suppliers 37 Multiemployer Plan 80 Net Working Capital 80 Objection Notice 10 Open Source Software 81 Option 81 Option Cancellation Agreements 61 Option Plan 81 Optionholder 81 Order 81 Ordinary Course of Business 81 Organizational Documents 81 Outside Date 57 Owned Intellectual Property 81 Owned Real Property 81 Payoff Letter 49 Permits 81 Permitted Liens 82 Person 82 Personal Information 82 Personnel IP Contracts 26 PPACA 29 Pre-Closing Tax Period 82 Privacy Laws 82 Privacy Requirements 83 Products 37 Projections 60 Protected Seller Communications 64 Purchaser 6 Purchaser Adjustment Amount 11 Purchaser Group 83 Purchaser Releasers 62, 63 Release 83 Sanctions Laws 83 Schedule 13 Scheduled Intellectual Property 24 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 342 Seller 6 Seller Adjustment Amount 11 Seller Group 63 Seller Parties 83 Seller Released Parties 62, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 63 Seller and Purchaser hereby agree as follows:Review Period 9 Series C Holders 83 Series C Preferred Stock 83 Series C Redemption 50 Series C Redemption Price 83 Settlement Date 11 Software 83 SPAC 50 SPAC Termination 50 Specified Employees 49 Straddle Period 84 Subsidiary 84 Target Net Working Capital 84 Tax 84 Tax Controversy 65 Tax Returns 84 Taxes 84 Trade Approvals 34 Transaction 6 Transaction Expenses 84 Transaction Price 7 Transaction Tax Deductions 85 Transfer Taxes 64 willful breach 85
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans The following is an index of defined terms utilized in this Agreement: Defined Term Section Page ------------ ------- ---- 1997 Financial Statements 6.7 27 Additional Share Redemption 2.3 6 Additional Redeemed Stock 2.3 6 Additional Stockholders Recitations 2 Additional Warrantholders Recitations 2 Affiliate 1.2 4 Agreement Preface 1 Affected Loan(sClass A Common Stock Recitations 1 Class B Common Stock Recitations 1 Closing 2.4 7 Closing Date 2.4 7 Consideration 3.2 10 Control 1.2 4 CSFB 6.5(b)(iv) 25 Financing 5.5 16 Financing Assurances 5.5 16 Government Authority 1.2 5 Holdings Preface 1 Holdings Related Agreements 5.1(a) 14 Holdings' Release 7.1(c) 38 Indemnified Parties 6.10(b) 30 Joinder Agreement 2.3 7 Knowledge 1.2 5 Liens 4.3(a) 13 Material 1.2 5 Non-Purchased Warrants Recitations 7 Non-Redeemed Shares Recitations 2 Non-Redeeming Stockholders Recitations 2 Non-Selling Warrantholders Recitations 2 Person 1.2 5 Present Fair Salable Value 5.6(a) 17 MOU 25 Agreement Primary Redeemed Shares Recitations 2 Primary Redemption 2.1 2.1 Primary Stockholders Preface 1 Officer’s Certificate Purchased Warrants 2.3 7 Purchaser Representative Preface 1 Redeemed Shares 2.3 7 Redeeming Stockholders 2.3 7 Redemption and Purchase 2.3 7 Redemption Consideration 3.1 10 Related Agreements 4.2 12 Sellers' Releases 7.2(b) 40 Series A Preferred Stock Recitations 1 Series B Preferred Stock Recitations 1 Series C Preferred Stock Recitations 1 Shares Recitations 1 Shopping Activities 6.13 34 Solvency 5.6 16 Stockholders Recitations 1 Subject Transactions 5.6(a) 17 Subsidiary 1.2 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Third Party Transaction 6.13 34 Valuation 7.1(b) 38 Warrant Purchase 2.3 7 Warrant Purchase Consideration 3.2 10 Warrantholders Recitations 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January Warrants Recitations 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Redemption and Warrant Purchase Agreement (Bremen Bearings Inc)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sAcquired Assets 2 Acquired Employee 55 Acquired Entities 4 Acquired Intellectual Property 4 Ad Hoc Group 71 Administrative Agent Preamble AE Acquired Real Property 24 AE Registered Intellectual Property 30 Affiliate Agreements 54 Agreement Preamble Agreement Dispute 78 Assigned Contracts 2 Assignment and Assumption Agreement(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate 16 Assumed Liabilities 8 Assumed Revolver Obligations 9 Balance Sheet Date 22 Bankruptcy Cases Recitals Bankruptcy Code Recitals Bankruptcy Court Recitals Bridge Loan Secured Obligations 15 Business Insurance Policies 42 Business Registered Intellectual Property 30 Cash Consideration 14 China Equity Interest Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 17 Chosen Courts 78 Closing 15 Closing Cash Deficiency 14 Closing Date 2 Prospectus Supplement 1 15 Collective Bargaining Agreement 40 Company Preamble Company Filings 22 Company IP Agreements 27 Company IT Systems 32 Company Software 33 Corporate Reorganization Steps 4 Credit Bid Recitals Credit Bid Amount 14 Credit Bid Portion 14 Cure Cap 8 Cure Costs 8 Data Partners 34 Dataroom 44 Deferred Conditions 69 Designated Purchaser 76 Dispute Notice 13 Disputes 61 Domain Transfer Date 61 Enforceability Exceptions 20 Estimated Closing Cash 13 Excluded Assets 6 Excluded Contracts 7 Excluded Documents 7 Excluded Leased Real Property 7 Excluded Leases 7 Excluded Liabilities 9 Excluded Owned Real Property 7 Excluded Real Property 7 Excluded Subsidiaries 8 Expense Reimbursement 71 Express Purchaser Representations 46 Express Seller Representations 43 FDI 20 Filed Bankruptcy Court Documents 19 Filed SEC Documents 19 Final Cash Collateral Order 64 Final Closing Cash 13 Financial Statements 22 Foreign Competition Laws 20 Fundamental Representations 67 Improvements 25 Indebtedness 50 Information 10 Public Certificates 1 Crossed Mortgage Loans Presentation 44 Intercompany Receivables 23 Interim Balance Sheets 23 Interim Cash Collateral Order 64 Korea Court Procedures 65 Korea Subsidiary 65 Liquidating Plan 47 Malicious Code 33 Material Contract 25 Material Distributor 26 Material Supplier 26 Milestones 64 Non-Recourse Person 76 Novation Agreement(s) 16 Outside Date 69 Parent Preamble Parent LLCA 65 Parties Preamble Party Preamble Pension Plan 39 PEO 55 Petition Date Recitals Prepetition Revolving/Term Loan Debt Recitals Privacy Policy 34 Privacy Requirements 34 Property Taxes 73 Purchase Price 14 Purchased Claims 6 Purchaser Preamble Purchaser Cash Statement 13 Purchaser Released Parties 61 Purchaser Releasing Parties 62 Real Property 24 Recitals iv Released Seller Representatives 62 Remaining Prepetition Debt 15 Review Period 13 SEC 22 Section 1542 62 Seller Preamble Seller Combined Tax Returns 87 Seller Released Parties 62 Seller Releasing Parties 61 Sellers Preamble Sellers IP Assignment Agreement 16 Straddle Period 73 Terminated Agreements 60 Termination Notice 60 Transfer Offer 55 Transfer Taxes 72 Transferred Employees 55 Transferred Subsidiaries 4 Transition Services Agreements 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), TRC 63 U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Acquired Employees 55 Union 40 WARN Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:41
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 25 26 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 18 Purchaser 1 Cure Request 16 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 18 Seller Defeasance Rights and Obligations 21 Dispute 19 20 Seller Reporting Information 14 Final Judicial Determination 20 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9October 10, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January October 1, 2013 2013, between Purchaser, as depositor, Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and ), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), ▇▇▇▇▇ Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar registrar, authenticating agent and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs HoldingsTrimont Real Estate Advisors, LLCInc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-BC, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31October 1, 20122013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3October 2, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12)
INDEX OF DEFINED TERMS. 15Ga-1 Acceptable Confidentiality Agreement 72 Acquisition Proposal 43 Adjusted EBITDA 72 Adjusted Option 4 Adjusted Stock Award 5 Affiliate 73 Agreement Preamble Alternative Acquisition Agreement 40 Antitrust Law 73 Applicable Date 15 Bankruptcy and Equity Exception 13 Book-Entry Share 3 Business Day 73 Bylaws 2 Cancelled Shares 3 Capitalization Date 11 Cash-Out Option 4 Certificate 3 Certificate of Incorporation 11 Certificate of Merger 2 Change in Control 51 Change of Recommendation 45 Charter 2 Clean Room Agreement 73 Closing 2 Closing Date 2 Code 20 Collective Bargaining Agreements 21 Company Preamble Company 401(k) Plans 52 Company Agreement 51 Company Board 1 Company Bylaws 11 Company Common Stock 3 Company Credit Agreements 73 Company Disclosure Schedule 10 Company Divestiture Action 49 Company Material Owned Real Property 22 Company Material Real Property Leases 23 Company Notes 58 Company Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 42 Company Owned Real Property 73 Company Payment Programs 28 Company Plan 73 Company Real Property Lease 73 Company Regulatory Agreements 28 Company Requisite Vote 13 Company Securities 12 Company Share 3 Company Stock Plans 74 Company Termination Fee 68 Confidentiality Agreement 1 Officer’s Certificate 6 50 Consents 46 Continuing Employees 51 Continuing Non-Union Employees 51 Continuing Union-Represented Employees 51 Contract 16 control 74 Conversion Ratio 74 D&O Insurance 54 Data ▇▇▇▇ ▇▇ Debt Commitment Letter 33 Debt Financing 33 Debt Offer 58 DGCL 1 Discharge 74 Dissenting Shares 9 Divestiture Action 48 DOJ 47 Effective Time 2 End Date 66 Environmental Laws 26 Envision Acquisition 74 Equity Financing 74 ERISA 74 ERISA Affiliate 74 Exchange Act 14 Exchange Fund 6 Existing Facilities 37 Financial Advisor 26 Financing 63 Fixed Portion 5 Financing Sources 74 FTC 47 GAAP 75 Governmental Entity 75 Governmental Filings 75 Hazardous Materials 26 Healthcare and Insurance Regulatory Approvals 14 Healthcare Laws 75 HIPAA 75 HSR Act 14 Indemnified Parties 53 Indentures 76 Intellectual Property 76 IRS 19 Key Payors 18 knowledge 76 Law 76 Legal Restraints 64 Liens 22 Material Adverse Effect 76 Material Contract 18 Merger 1 Merger Sub Preamble NASDAQ 32 Notice Period 42 NYSE 12 Option 78 Parent Preamble Parent Disclosure Schedule 30 Parent Permitted Transaction 46 Parent Plans 51 Parent Price 78 Parent Shares 78 Parent Termination Fee 69 Parties Preamble Party Preamble Paying Agent 6 Payoff Amount 57 Payoff Letter 57 Per Share Merger Consideration 3 Performance Unit 78 Permanent Financing 63 Permits 14 Permitted Liens 22 Person 78 Preferred Stock 11 Proceeding 53 Proxy Statement 43 Recommendation 13 Representatives 39 Required Antitrust Action 48 Restricted Share 78 Retail Pharmacy 78 Rollover Option 4 Rollover Stock Award 4 RSU 78 SEC 15 SEC Reports 15 Securities Act 15 Senior Employee 78 Service Provider 78 Significant Partner 79 Software 79 Solvent 34 Stockholders Meeting 44 subsidiary 79 Subsidiary Shares 3 Superior Proposal 43 Surviving Corporation 1 Tax Return 25 Taxes 25 Transaction Litigation 55 UBS 33 UBS Bank 33 UBS Securities 33 Willful Breach 79 This AGREEMENT AND PLAN OF MERGER, dated as of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement October 27, 2015 (this “Agreement”), dated as of January 9is entered into by and among Rite Aid Corporation, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of January 1Walgreens Boots Alliance, 2013 between Purchaser, as depositor, Midland Loan ServicesInc., a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianParent”), and Situs HoldingsVictoria Merger Sub, LLCInc., as trust advisor a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub” and, together with the “Trust Advisor”). In exchange for the Mortgage Loans Company and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacityParent, the “UnderwritersParties” and each, a “Party”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Action 2 Affiliate 2 Agreed Upon Tax Treatment 12 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale Anti-Bribery Laws 24 AP Mezz Partners 1 Assignment Agreement 11 Base Purchase Price 2 Other Mortgage Loans Borrower 1 Certificate Administrator Business 2 Business Day 2 Buyer 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates Buyer Disclosure Schedule 2 Buyer Related Persons 35 Buyer Releasors 34 Cash Redemption 1 Closing 11 Closing Date 11 Code 2 Prospectus Supplement Company Contract 2 Company Data 3 Confidential Information 27 Consumer 3 Consumer Protection Laws 3 Contract 3 Contracting Parties 36 Counsel 35 Credit Agreement 3 D&O Indemnified Persons 29 Disclosure Schedules 3 Effective Time 11 Employee Benefit Plans 3 Encumbrance 3 Environmental Claim 4 Environmental Laws 4 Environmental Permits 4 Equity Interests 4 ERISA 4 Excluded Matter 5 Ex-In Laws 4 FERC 4 Financial Statements 17 FPA 4 Fraud 4 GAAP 4 Governmental Entity 4 Hazardous Substance 5 HPS Blocker 1 Collateral Independent Accountant 27 Insurance Policies 21 Intellectual Property 5 Knowledge of Buyer 5 Knowledge of the Sellers 8 Law 5 Material Adverse Effect 5 Membership Interests 1 Mezz Partners 1 Nonparty Affiliates 36 OFAC 6 Order 6 Ordinary Course of Business 6 Organizational Documents 6 Patent Rights 6 Permits 21 Permitted Encumbrances 6 Person 6 Personal Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 6 Post-Lockbox Taxable Period 7 Pre-Lockbox Date Liability 27 Pre-Lockbox Returns 27 Pre-Lockbox Taxable Period 7 Privacy Laws 7 Pro Rata Share 7 Purchase Price 11 Real Property 7 Release 7 Representatives 7 Sanctioned Country 8 Sanctioned Person 8 Sanctions Laws 8 Securities Act 26 Security Breach 23 Seller 1 Defective Mortgage Loan 17 Disclosure Schedule 8 Seller Defeasance Rights and Obligations 21 Dispute 19 Related Persons 34 Seller Reporting Information 14 Final Judicial Determination 20 Releasors 35 Seller’s Information 13 Final Memorandum Knowledge Sellers 1 Special Servicer Sellers’ Representative 1 Indemnification Agreement 13 Trust SEMTH 1 Initial Purchasers SET 1 Trust Advisor Software 8 Straddle Period 8 Straddle Returns 27 Systems Target Companies 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Tax 8 Tax Contest 28 Tax Indemnitees 28 Tax Lockbox Date 9 Tax Return 9 Taxes 8 Taxing Authority 9 Trade Control Laws 24 Trademarks 9 Transaction Documents 9 Transaction Expenses 9 Transfer Taxes 9 Treasury Regulations 9 THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of January 9March 23, 20132023, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC is made by and among Spruce Power Holding Corporation, a Delaware corporation (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementBuyer”), to be dated as of January 1Mezzanine Partners III, 2013 between Purchaser, as depositor, Midland Loan ServicesL.P., a Division of PNC Bank, National Association, as master servicer Delaware limited partnership (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”Mezz Partners ), U.S. Bank National AssociationAP Mezzanine Partners III, as trustee L.P., a Delaware limited partnership (in such capacity, the (“Trustee”AP Mezz Partners), certificate administrator and SS Offshore, L.P., a Cayman Islands exempted limited partnership (in such capacity, the “Certificate Administrator”SS Offshore), certificate registrar and, together with Mezz Partners and authenticating agentAP Mezz Partners, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianSellers”), and Situs HoldingsHPS Investment Partners, LLC, as trust advisor a Delaware limited liability company (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansSellers’ Representative”), in its capacity as the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Sellers’ Representative.
Appears in 1 contract
Sources: Membership Interest Purchase and Sale Agreement (Spruce Power Holding Corp)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 20% Owner 6 Equity Securities 8 A&R Agreement 1 Officer’s Certificate 5 Estimated Tax Liability 35 Additional Securities 23 Event of Withdrawal 8 Additional Unitholder 6 ▇▇▇▇ of Executive 8 Adjusted Capital Account Deficit 6 Executive Manager 38 Affiliate 6 Fair Market Value 9 Affiliated Institution 6 Family Group 9 Agreement 6 Fiscal Quarter 9 Ancillary Documents 15 Fiscal Year 9, 21 Approved Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing 64 Forfeited Units 34 available amount 33 Founder Unitholder 30 Blocker Corporation 6 Fund XII/A Managers 38 Board 7 Governmental Entity 9 Board Governance Exceptions 7 Grossed-Up Amount 9 Book Value 7 GTCR Advisory Agreement 1 Certificate 9 Business 7 GTCR Fund 9 CABO 7 GTCR Investor 9 CABO Entity 7 GTCR Investor Representative 10 CABO Investment 5 GTCR Investor Votes 40 CABO Investor 7 GTCR Management 9 CABO Managers 38 GTCR Manager 38 CABO Equity Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 7 GTCR Managers 38 Call Option Transfer 15 GTCR Unit Purchase Agreement 10 Capital Account 7 Incentive Unit 10 Capital Contributions 7 Indemnitee 10 Certificate 8 Independent Manager 38 Chosen Courts 75 Initial Distribution 10 Class A Units 16 Institutional Holder 10 Class A Unpaid Yield 22 Investor Manager 38 Class A Unreturned Capital 22 Investor Managers 38 Class A Yield 22 Investor Residual 10 Class B Units 16 Investors 11 Class C Units 16 Issuance Closing Date 2 Prospectus Supplement 1 Collateral 67 Closing Distributions 36 Issuance Notice 66 Code 8 Liens 11 Company 5 Losses 11 Company Interest 8 Management Unitholder 11 Confidential Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 58 Manager 11 Court of Chancery 75 Minimum Gain 11 Delaware Act 8 Net Loss 11 Delaware Federal Court 75 Net Profit 11 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification 76 New Securities 11 Distribution 8 Notice 56 Officers 12 Senior Management Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC Original Agreement 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇Specified Person 14 Other Business 29 Splitter Manager 38 Participating Class C U▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Participating Residual Unit 12 Subject Unitholders 74 Participation Threshold 24 Subsidiary 14 Partnership Tax Audit Rules 12 Subsidiary Public Offering 14 Permitted Transferee 61 Substituted Unitholder 14 Person 12 Tag-Along Notice 63 Pro Rata Allotment 66 Tag-Along Transfer 15 Proceeding 46 Tag-Along Unitholders 63 Profits 12 Tax 14 Public Offering 12 Tax Distribution 34 Public Sale 12 Tax Distribution Conditions 34 Put Option 12 Tax Matters Partner 54 Put Right Transfer 15 Taxable Year 15 Qualified Holder 66 Taxes 14 Registration Agreement 13 Transaction Documents 15 Regulatory Allocations 52 Transfer 15 Repurchase Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements A Unit 22 Transfer Actions 15 Required Interest 13 Transferee 15 Residual Units 13 Transferred 15 Safe Harbor 56 Transferring Investor 63 Sale of the Company 13 Treasury Regulations 16 Securities 13 Unit 16 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 13 Unit Ledger 23 Securities Exchange Act 13 Unitholder 16 Seller and Purchaser hereby agree as follows:Representative 65
Appears in 1 contract
Sources: Limited Liability Company Agreement (Cable One, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans The following capitalized terms have the respective meanings given to them in the respective pages of this Agreement set forth opposite each of the capitalized terms below: 2019 Indenture 1 Affected Loan(s) 17 MOU 25 2019 Notes 7 2023 Notes 7 Acceptable Confidentiality Agreement 2 Acquisition Proposal 2 Acquisition Transaction 2 Advisor 27 Affiliate 2 Agreement 1 Officer’s Alternate Debt Financing 60 Alternative Acquisition Agreement 50 Ancillary Agreements 2 Anti-Corruption Laws 3 Antitrust Law 3 Assumed Company RSUs 21 Audited Company Balance Sheet 3 Burdensome Effect 3 Business Day 3 Bylaws 26 Capitalization Date 28 Certificate of Merger 19 Certificates 24 Charter 26 Chosen Courts 79 Closing 19 Closing Date 20 Code 3 Collective Bargaining Agreement 38 Company 1 Company 2019 Annual Overachievement PSU Consideration 23 Company 2019 Annual Overachievement PSUs 3 Table of Contents Company 2019 Annual Target PSU Consideration 22 Company 2019 Annual Target PSUs 3 Company Board 1 Company Board Recommendation 27 Company Board Recommendation Change 51 Company Common Shares 3 Company Disclosure Letter 26 Company Equity Awards 3 Company Equity Plans 3 Company ESPP 3 Company Intellectual Property 3 Company LTIP Overachievement PSU 4 Company LTIP Overachievement PSU Consideration 22 Company LTIP Target PSU Consideration 22 Company LTIP Target PSUs 4 Company Material Adverse Effect 4 Company Merger Vote Matters 27 Company Options 5 Company Plans 65 Company Preferred Shares 5 Company Products 5 Company Real Property 32 Company Registered Intellectual Property 5 Company Related Parties 75 Company RSU Consideration 21 Company RSUs 5 Company SEC Reports 30 Company Securities 29 Company Shareholder Meeting 57 Company Shareholders 6 Company Software 34 Company Termination Fee 6 Compliant 6 Computer Systems 35 Confidentiality Agreement 77 Consent 27 Continuing Employees 6 Contract 6 Copyrights 8 Credit Agreement 6 Current ESPP Offering Period 66 D&O Insurance 64 Data ▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ Debt Commitment Letters 43 Debt Financing 43 Debt Financing Related Parties 73 Designated Jurisdiction 40 DGCL 1 Dissenting Company Shares 6 DOJ 6 Domain Names 8 DTC 25 Table of Contents Effect 4 Effective Time 19 Electronic Delivery 80 Employee Plans 36 Environmental Law 6 Equity Commitment Letters 43 Equity Financing 43 ERISA 6 ERISA Affiliate 7 Exchange Act 7 Excluded Party 7 Excluded Party End Date 6 Ex-Im Laws 7 Existing Agent 58 Existing D&O Insurance 65 Existing Indemnification Agreements 64 Existing Indentures 7 Existing Notes 7 Fee Letter 43 Financing 43 Financing Letters 43 Financing Source Provisions 75 Financing Sources 7 Foreign Employee Plan 38 Fraud 7 FTC 7 GAAP 7 Governmental Authority 7 Governmental Order 7 Guarantor 1 Hazardous Substance 7 HIPAA 12 HSR Act 8 Indebtedness 8 Indemnified Person 64 Indemnified Persons 64 Intellectual Property 8 Intervening Event 8 IRS 8 Knowledge 8 Law 8 Lease 32 Leased Real Property 32 Legal Proceeding 9 Legal Restraint 70 Lenders 43 Limited Guarantees 1 Marketing Period 9 Marks 8 Material Contract 9 Maximum Annual Premium 65 Merger 1 Table of Contents Merger Consideration 20 Merger Sub 1 Merger Sub Shareholder Approval 43 Money Laundering Laws 11 MUFG 60 NASDAQ 11 New Debt Commitment Letters 60 New Plans 66 Non-Party Affiliates 80 No-Shop Period Start Date 49 Notice Period 52 Old Plans 66 Open Source License 11 Option Consideration 23 Organizational Documents 11 Owned Company Shares 20 Owned Real Property 32 Parent 1 Parent Disclosure Letter 41 Parent Related Parties 74 Parent Termination Fee 73 Party 1 Patents 8 Paying Agent 23 Payment Fund 24 Payoff Amount 58 Payoff Letter 58 Permits 39 Permitted Liens 11 Person 12 Personal Data 12 Privacy and Security Laws 12 Privacy Policy 12 Prohibited Terms 59 Proxy Statement 56 Registered Intellectual Property 12 Reimbursement Obligations 63 Release 12 Remedial Actions 55 Representatives 49 Required Amount 44 Required Information 9 Requisite Shareholder Approval 27 Sanctions Laws 12 ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Act 12 SEC 12 SEC Reports 26 Securities Act 12 Siris Group 12 Software 13 Subsidiary 13 Superior Proposal 13 Table of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) Contents Surviving Company 19 Takeover Laws 27 Tax 13 Tax Return 13 Termination Date 71 Third Person 13 Trade Control Laws 40 Trade Secrets 8 Transaction Litigation 13 Transactions 13 Uncertificated Shares 24 WARN 13 Willful and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Material Breach 14
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 2010 ESPP 5 2010 NQSPP 5 ACA 27 Acceptable Confidentiality Agreement 71 Acquisition Proposal 43 Action 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Affiliate 71 Affiliated Entities 11 Agreement 1 Officer’s Alternative Financing 58 Anti-Corruption Laws 15 Antitrust Law 47 Applicable Date 15 Bankruptcy and Equity Exception 13 Benefit Continuation Period 51 Book-Entry Shares 7 Business Day 71 Bylaws 11 Cancelled Shares 3 Capitalization Date 12 Certificate 6 ▇▇▇▇ of Sale Incorporation 11 Certificate of Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 7 Change of Control Offer Documents 57 Change of Recommendation 46 Closing 2 Closing Date 2 Prospectus Supplement COBRA 20 Code 20 Common Stock 11 Company 1 Collateral Company Disclosure Letter 10 Company Employees 20 Company Equity Award 72 Company Notice 42 Company Plans 20 Company Related Parties 68 Company Requisite Vote 13 Company Securities 12 Company Stock Plan 72 Company Systems 24 Company Termination Payment 72 Confidentiality Agreement 50 Continuing Employees 51 Contract 17 control 72 controlled 72 controlled by 72 controlling 72 Credit Facility 72 Cut-Off Date 41 Debt Financing 31 Debt Financing Commitments 31 Debt Financing Sources 72 Debt Tender Offer 56 DGCL 1 Dissenting Shares 9 DOJ 46 Earned MSUs 5 Effective Time 2 End Date 65 Environmental Laws 25 Equity Financing 32 Equity Financing Commitment 31 ERISA 20 ESPPs 5 Exchange Act 14 Exchange Fund 6 Excluded Party 43 Existing Notes 55 Financial Advisor 26 Financing 32 Financing Commitments 31 FTC 46 GAAP 73 Government Contract 73 Governmental Entity 14 Guarantor 1 Hazardous Materials 26 Health Care Laws 27 HIPAA 27 HSR Act 14 Indemnified Parties 52 Indenture 55 Intellectual Property 25 Intervening Event 42 IRS 20 knowledge 73 Law 73 Lender Related Party 68 Licenses 15 Liens 22 Marketing Period 73 Material Adverse Effect 74 Material Contract 19 Merger 1 Merger Sub 1 MSU 5 MSU End Price 5 No-Shop Period Start Date 39 Notice Period 43 Offer Documents 56 Option 4 Parent 1 Parent Disclosure Letter 29 Parent Group 46 Parent Guarantee 1 Parent Material Adverse Effect 64 Parent Related Party 68 Parent Termination Fee 67 Parties 1 Party 1 Paying Agent 6 Per Share Merger Consideration 4 Performance Options 4 Permitted Liens 22 Person 75 Preferred Stock 11 Proceeding 53 Proxy Statement 24 PSU 5 Recommendation 13 Recoupment Claims 28 Registered Intellectual Property 24 Representatives 39 Required Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 75 SEC 15 SEC Reports 15 Securities Act 15 Share 3 Underwriting Stock Unit 4 Stockholders Meeting 45 subsidiaries 75 subsidiary 75 Superior Proposal 43 Supplemental Indenture 56 Support Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Surviving Corporation 2 Tax Return 23 Taxes 23 Transaction Documents 76 Transaction Litigation 62 Trustee 55 under common control with 72 Willful Breach 76 This AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2016 (this “Agreement”), dated as of January 9is entered into by and among Team Health Holdings, 2013Inc., between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of January 1Tennessee Parent, 2013 between Purchaser, as depositor, Midland Loan ServicesInc., a Division of PNC Bank, National Association, as master servicer Delaware corporation (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianParent”), and Situs HoldingsTennessee Merger Sub, LLCInc., as trust advisor a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the “Trust Advisor”). In exchange for the Mortgage Loans Company and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacityParent, the “UnderwritersParties” and each, a “Party”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 22 Accountant’s Due Diligence Report 25 Affected Loan(s) 17 MOU 25 20 Agreement 1 Officer’s Certificate 6 ▇Authenticating Agent 1 B▇▇▇ of Sale 2 Certificate Administrator 1 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Defective Mortgage Loan 20 Depositor 1 Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Trust 1 Loss of Value Payment 19 Master Servicer 1 Material Breach 18 Material Document Defect 18 Mortgage File 3, 8, 1 Mortgage Loan Purchase Agreement 1 Mortgage Loan Schedule 2, 1 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 28 MSMCH Lender Successor Borrower Right 23 Operating Advisor 1 Originator 27 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates Preliminary Prospectus 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 22 Seller Reporting Information 14 Final Judicial Determination 20 15 Seller’s Information 13 Final Memorandum 1 14 Servicing Transfer Event 18 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Sponsor 27 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9, 2013[DATE], between ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1[DATE], 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association[MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”) and Servicer”),[SPECIAL SERVICER], as special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association[OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (in such capacity, the “Trustee”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association[CUSTODIAN], as custodian (the “Custodian”), and Situs Holdings, LLC[CERTIFICATE REGISTRAR], as trust advisor certificate registrar (the “Trust AdvisorCertificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans and Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)) and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 [CERTIFICATE CAPTION] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”) will Certificates”)will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch[UNDERWRITERS], Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch[INITIAL PURCHASERS], Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated December 31, 2012, as supplemented by [DATE] (the “Preliminary Prospectus”) and a Prospectus Supplement dated the date hereof [DATE] (together, the “Prospectus SupplementProspectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3[DATE] (as supplemented by the preliminary private placement memorandum supplement, 2013 (dated [DATE], the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 5% Beneficial Ownership Requirement 61 5% Fall-Award Date 61 10% Beneficial Ownership Requirement 62 10% Fall-Away Date 62 Acquisition Proposal 62 Acquisition Transaction 62 ACT 48 affiliate 63 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ Anti-Corruption Laws 17 Bank Act 63 beneficial ownership 63 beneficially own 63 beneficially owned 63 beneficially owning 63 BHC Act 7 Blue Sky 11 Board of Sale Directors 10 Business Combination 63 Business Day 63 Change of Control 63 Chosen Courts 59 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement Closing Dates 2 Closings 2 Common Stock 1 Collateral Company 1 Company Articles 10 Company Bank 2 Company Benefit Plans 64 Company Disclosure Letter 7 Company Equity Awards 8 Company ESPP 64 Company Opportunity 49 Company Options 8 Company Preferred Stock 8 Company PSU Awards 8 Company Regulations 10 Company Regulatory Agreement 19 Company Reports 12 Company RSU Awards 8 Company Stock Plans 64 Confidential Information 30 Confidential Supervisory Information 60 Continuing Directors 64 Contract 10 Public Certificates control 63 controlled by 63 Data Breach 18 Enforceability Exceptions 10 ERISA 64 ERISA Affiliate 64 Exchange Act 11 Excluded Issuance 64 Federal Reserve 11 First Closing 1 Crossed Mortgage Loans First Closing Date 1 First Closing Shares 5 First Closing Termination Date 52 First Share Issuance 1 Fraud 64 GAAP 65 Governmental Entity 2 Gross-up Right 40 Hedge 65 Hedging 65 HSR Act 3 HSR Clearance 3 Initial Purchaser Director Nominees 43 Institutional Accredited Investor 65 Knowledge 65 Law 2 Liens 9 Lock-Up End Date 34 Market Deal 38 Material Adverse Effect 65 Materially Burdensome Condition 27 Multiemployer Plan 64 Multiple Employer Plan 16 Non-Party Affiliates 50 Notification Trigger 38 NYSE 3 OFAC 18 Offered Shares 39 OGCL 66 Order 2 Own 66 Owned 66 Ownership 66 Pandemic 66 Pandemic Measures 66 Participation Portion 40 Per Share Issue Price 5 Permitted Purpose 30 Person 66 Personal Data 17 Piggyback Underwritten Offering 7 Post-Business Combination Ownership Interest 42 Pre-Business Combination Ownership Interest 42 Pre-Closing Period 32 Proposed Securities 40 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian Purchaser Director 66 Purchaser Nominee 66 Registrable Securities 13 Registration Statement 1 Seller Registration Statement Losses 9 Regulatory Hardship Transfer 38 Related Party Transaction 20 Reorganization 66 Representatives 30 Requisite Regulatory Approvals 67 ROFO Election Notice 39 ROFO Offer Notice 39 ROFO Offer Price 39 Sanctions 18 SEC 7 Second Closing 2 Second Closing Approvals 67 Second Closing Approvals Condition 3 Second Closing Date 2 Second Closing Shares 6 Second Closing Termination Date 53 Second Share Issuance 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations Second Share Issuance Provisions 67 Securities Act 12 Selling Expenses 7 Share Issuances 1 Shares 6 Shelf Registration 1 Shelf Registration Statement 1 Shelf Takedown 1 SRO 11 Subsidiary 67 Takeover Statute 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement Tax 67 Tax Return 67 Taxes 67 Third-Party Designee 42 Transfer 68 U.S. 58 under common control with 63 Underwritten Offering A-13 Underwritten Offering Filing A-13 Underwritten Shelf Takedown A-1 Underwritten Shelf Takedown Notice A-1 INVESTMENT AGREEMENT, dated as of August 12, 2024 (this “Agreement”), dated as by and between KeyCorp, an Ohio corporation (the “Company”), and The Bank of January 9Nova Scotia, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. a bank organized under the laws of Canada (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Investment Agreement (Keycorp /New/)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Accountants’ Due Diligence Report 13 Issuing Entity 1 Agreement 1 Master Servicer 1 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Assignments 5 Mortgage Loan Seller Sub-Certification 23 BHC Affiliate 29 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇▇▇ of Sale 2 Other Mortgage Loans Note 1 Certificate Administrator 1 Mortgagor 1 Certificate Purchase Agreement 1 MOU 26 Certificate Registrar 1 Operating Advisor 1 Certificates 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Closing Date 2 Preliminary Memorandum 1 Certificates Collateral Information 8 Preliminary Prospectus 1 Covered Party 29 Private Certificates 1 Closing Date 2 Custodian 1 Prospectus Supplement 1 Collateral Information 10 Default Right 29 Public Certificates 1 Crossed Mortgage Loans 17 Defective Loan 14 Purchaser 1 Cure Request 16 Deleted Mortgage Loan 19 Repurchase Request 19 Custodian 20 Depositor 1 Seller 1 Defective Mortgage Loan Dispute 20 Seller 15Ga-1 Notice 20 Extended Cure Period 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 11 Final Judicial Determination 20 21 Seller Successor Borrower Rights 22 Final Memorandum 1 Seller’s Information 13 Final Memorandum 1 11 General Special Servicer 1 Trustee 1 Indemnification Agreement 13 Trust 11 U.S. Special Resolution Regime 29 Initial Cure Period 17 Underwriters 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of January 9November 8, 20132019, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Starwood Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “TrustIssuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January November 1, 2013 2019, between Purchaser, as depositordepositor (the “Depositor”), Midland Loan Services, a Division of PNC ▇▇▇▇▇ Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Situs Holdings, LLC, as trust advisor ILPT Industrial Portfolio special servicer, Wilmington Trust, National Association, as trustee (the “Trust Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)Purchaser, the Trust Issuing Entity will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital I Trust 20132019-C7L3, Commercial Mortgage Pass-Through Certificates, Series 20132019-C7 L3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-ABSB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PST B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC LLC, KeyBanc Capital Markets Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇▇▇ Shank & ▇▇▇▇▇ Incorporated Co., LLC, as underwriters (in such capacitycapacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-BD, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H H, Class J-RR, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC LLC, KeyBanc Capital Markets Inc., Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇▇▇ Shank & ▇▇▇▇▇ Incorporated Co., LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated December 31November 4, 2012, as supplemented by 2019 (the “Preliminary Prospectus”) and a Prospectus Supplement dated the date hereof November 13, 2019 (together, the “Prospectus SupplementProspectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof November 13, 2019 (the “Final Memorandum”) and a preliminary version thereof dated January 3November 4, 2013 2019 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:
Appears in 1 contract
Sources: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2019-L3)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 The following terms are first defined in this Agreement on the page referenced below: Affiliate 6 Company Benefit Agreement 16 Agreement 1 Officer’s Certificate Company Benefit Plan 16 Air Emission Requirement 20 Company Employees 34 Arbitrating Accountant 2 Confidential Information 33 Business 1 Confidentiality Agreement 27 Cash Equivalents 2 Control 6 ▇▇▇▇ of Sale Claim 19 Controlling Party 40 Closing 4 Copyrights 22 Closing Balance Sheet 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Covered Product 35 Closing Date 4 Damages 35 Closing Estimate Payment 3 Deductible 36 Closing Indebtedness 3 Delivery Date 2 Prospectus Supplement COBRA 18 Dispute 2 Code 10 Dispute Notice 2 Commitment Documents 6 Dispute Period 2 Company 1 Collateral Information DOL 17 Employee Benefit Plan 16 Permitted Liens 10 Public Certificates Encumbrances 1 Crossed Mortgage Loans 17 Person 6 Environmental Claim 20 Plant Closing and Mass Layoff Laws 34 Environmental Laws 20 Purchase Price 1 Environmental Permits 20 Purchaser 1 Cure Request ERISA 16 Repurchase Request 19 Custodian 1 Purchaser Indemnitees 35 ERISA Affiliate 16 Purchaser Welfare Benefit Plans 34 Escrow Agent 4 Purchaser’s Knowledge 26 Escrow Agreement 4 Release 21 Escrow Amount 4 Resolution Period 2 Extended Coverage Claims 35 Securities Act 6 Financial Statements 9 Seller 1 Defective Mortgage Loan 17 GAAP 2 Seller Defeasance Rights and Obligations 21 Dispute 19 Benefit Agreement 16 Guaranteed Amount 40 Seller Reporting Information 14 Final Judicial Determination Benefit Plan 16 Hazardous Substances 20 Seller Disclosure Schedule 5 HSR Act 5 Seller Group 16 Indemnifiable Claim 32 Seller Indemnitees 38 Indemnified Party 35 Seller’s Information 13 Final Memorandum Knowledge 26 Indemnified Persons 31 Shares 1 Special Servicer Indemnifying Party 35 Software 22 Insurance Policies 23 SpeeCo 1 Indemnification Agreement 13 Trust Intellectual Property 22 Subsidiaries 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Interim Financial Statement Date 9 Tax Return 11 Interim Financial Statements 9 Tax Returns 10 IRS 17 Taxes 10 KPMG 2 Third Party Claim 35 Leased Real Estate 19 Top Ten Customer 23 Liens 10 Trademarks 22 Material Breach 16 UCC Adverse Effect 7 Transaction Documents 5 Material Document Defect Contract 13 Transaction Expenses 4 Non-Controlling Party 40 Voting Company Debt 9 Patents 22 WARN Act 33 Pension Plan 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Welfare Plan 16 Permits 15 Working Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:2
Appears in 1 contract
Sources: Stock Purchase Agreement (Blount International Inc)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounts Receivable 33 Acquisition Proposal 72 Acquisition Subsidiary 1 Affected Loan(s) 17 MOU 25 Action 43 Adjusted Fully Diluted Shares 4 Adjustment Amount 14 Adverse Recommendation Change 71 Affiliate 94 Agents 70 Agreement 1 Officer’s Certificate Agreement of Merger 2 Annual Financial Statements 24 Antitrust Filings 69 Assets 30 Auditor 12 Australian Purchase Agreement 15 Balance Sheet 24 Bank 15 BIS 59 Business Day 3 Cap 89 Cash 15 Cash Adjustment Amount 13 Certificates 5 CGCL 2 Closing 2 Closing Balance Sheet 11 Closing Cash 11 Closing Company Transaction Expenses 11 Closing Date 3 Closing Indebtedness 11 Closing Net Working Capital 11 Closing Statement of Cash 11 Closing Statement of Company Transaction Expenses 11 Closing Statement of Indebtedness 11 COBRA 53 Code 5 Common Stock 4 Company 1 Company Entities 48 Company Intellectual Property 37 Company Intellectual Property Agreement 38 Company Intellectual Property License 38 Company Manufacturing Tools 37 Company Material Adverse Effect 66 Company Options 5 Company Recommendation 70 Company Software 37 Company Subsidiary Securities 21 Company Transaction Expenses 17 Company Transaction Expenses Adjustment Amount 13 Confidentiality Agreement 68 Contract 35 Contracts 35 Covered Employees 75 Data Room 28 DDTC 59 Defense Notice 87 Determination Date 13 Disclosure Schedule 19 Dissenting Shares 5 Effective Time 2 Employment Agreements 2 Environmental Claim 49 Environmental Law 48 Environmental Property 48 ERISA Affiliates 53 Escrow Account 15 Escrow Agreement 7 Escrow Amount 3 Estimated Cash 11 Estimated Closing Net Working Capital 11 Estimated Company Transaction Expenses 17 Estimated Indebtedness 11 Final Closing Cash 13 Final Closing Company Transaction Expenses 13 Final Closing Indebtedness 13 Final Closing Net Working Capital 13 Financial Statements 24 Fully Diluted Shares 4 Fundamental Reps 89 GAAP 11 Good Faith Statement 11 Governmental Authority 7 Governmental Authorization 47 Hazardous Materials 49 HIPAA 53 HSR Act 69 IC-DISC 29 Identified Debt 15 Identified Debt Releases 8 Income Tax 30 Indebtedness 14 Indebtedness Adjustment Amount 13 Indemnification Threshold 88 Indemnified Losses 83 Indemnified Party 86 Indemnifying Party 86 Information Statement 61 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 36 Interim Financials 24 IRS 7 ITAR 59 Law 46 Leased Real Property 31 Letter of Transmittal 9 Liens 22 Losses 83 Merger 1 Merger Consideration 3 Net Working Capital 10 NLRA 52 Non-Competition and Confidentiality Agreements 2 Non-Management Company Options 6 Non-U.S. Benefit Plan 53 OFAC 59 off-balance sheet arrangements 24 Option Cancellation Agreement 1 Order 43 Ordinary Course of Business 26 Owned Real Property 31 Owned Software 37 Parent 1 Parent Indemnified Persons 83 Parties 1 Party 1 Payment Agent 9 Payment Agent Agreement 9 Payment Event 94 Payment Fund 9 Per Share Common Adjustment Amount 4 Per Share Common Closing Amount 4 Per Share Common Escrow Amount 4 Per Share Non-Management Option Holder Closing ▇▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January Person 93 Plan 53 Plans 53 PPACA 53 Pre-Closing Period 79 Pre-Closing Period Income Tax Returns 79 Pre-Closing Section 951 Amount 80 Property 30 Public Software 37 Real Property 31 Real Property Leases 31 Release 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 49 Remaining Escrow Amount 16 Representative 18 Requisite Shareholder Approval 24 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 84 Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:24 Securityholder Non-Competition Agreements 1 Securityholders 7 Securityholders Indemnified Persons 86 Senior Management 6 Share 22 Shareholders 1 Shares 22 Side Agreement 1 Significant Securityholders 1 Software 37 Spreadsheet 73 Statement 8 Straddle Period 80 Subsidiary 21 Superior Proposal 72 Surviving Company 2 Takeover Statute 60 Target Net Working Capital 11 Tax 30 Tax Attributes 28 Tax Return 30 Tax Returns 30 Taxes 29 Termination Fee 94 Third Party 73 Third Party Intellectual Property License 38 Third Person 87 Third Person Claim 87 Treasury Regulations 5 Working Capital Adjustment Amount 14
Appears in 1 contract
Sources: Agreement and Plan of Merger (Ixia)
INDEX OF DEFINED TERMS. 15Ga-1 DEFINED TERMS PAGE ------------- ---- Abatement Event 11 Abatement Notice 19 Mortgage Loans 11 Additional Rent 2 Adjustment Dates 6 Alterations 9 Applicant Exhibit F Approved Working Drawings Exhibit D Architect Exhibit D Base, Shell and Core Exhibit D Basic Rental 1 Affected Loan(sBeneficiary Exhibit F Brokers 1 Claims 12 Code Exhibit D Commencement Date 1 Construction Drawings Exhibit D Contractor Exhibit D Cosmetic Alterations 10 Damage Repair Estimate 16 Direct Costs 2 Eligibility Period 11 Engineers Exhibit D Environmental Laws 23 Estimate 4 Estimate Statement 4 Estimated Direct Costs 4 Event of Default 18 Existing Security Deposit 5 Expiration Date 1 Final Space Plan Exhibit D Final Working Drawings Exhibit D Force Majeure 22 Hazardous Material 23 HVAC System 11 Improvement Allowance Exhibit D Improvement Allowance Items Exhibit D Improvements 1 Landlord 1 Landlord Coordination Fee Exhibit D Lease 1 Lease Year 2 Letter of Credit 6 Operating Costs 3 Parking Passes 1 Permits Exhibit D Permitted Use 1 Premises 1 Project 1 Real Property 2 Representative 22 Review Period 5 Security Deposit 1 Security Deposit Laws 7 Specifications Exhibit D Square Footage 1 Standard Improvement Package Exhibit D Stated Amount 6 Statement 4 Tax Costs 2 Tenant 1 DEFINED TERMS Page ------------- ---- Tenant Improvements 9 Tenant's Agents Exhibit C Tenant's Proportionate Share 1 Term 1 Transfer 15 Transfer Premium 15 Transferee 15 STANDARD MULTI-TENANT INDUSTRIAL LEASE This Standard Multi-Tenant Industrial Lease ("LEASE") 17 MOU 25 Agreement 1 Officer’s Certificate 6 ▇▇is made and entered into as of the 23rd day of February, 2001, by and between ARDEN REALTY FINANCE IV, L.L.C., a Delaware limited liability company ("Landlord"), and PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation ("Tenant"). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described as Suite No. 10989, as designated on the plan attached hereto and incorporated herein as Exhibit "A" ("Premises"), of the project ("Project") now known as Via Frontera Business Park whose address is 109▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC r the Term and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, upon the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser terms and the Underwriters, dated the date hereof (the “Underwriting Agreement”)conditions hereinafter set forth, and the Class X-B, Class D, Class E, Class F, Class G, Class H Landlord and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser Tenant hereby agree as follows:
Appears in 1 contract
Sources: Standard Multi Tenant Industrial Lease (Patriot Scientific Corp)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acceptable Delaware LLC 1 Affected Loan(s) 17 MOU 25 Additional Imposition 16 Affiliate 1 Agent 1 Agreement 1 Officer’s Certificate Amazon 1 Amazon Lease 2 AML 2, 22 Annual Budget 2 Applicable Policy Period 52 Approved Lease 2 Assignment of Leases 2 bank holding company 25 Bankruptcy Code 2 Borrower 1, 2 Borrower's Knowledge 2 Business Day 2 Cash Management Agreement 2 Casualty 2, 46 Casualty Retainage 2, 51 Clearing Account Agreement 2 Closing Date 1, 3 Code 3 Collateral 3 Condemnation Proceeds 3, 46 Constituent Entity 20 Contracts 3 Control 3 Creditors Rights Laws 3 Debt Coverage Ratio 3 Debt Yield 3 Default 4 Default Rate 4 Environmental Indemnity 4 Environmental Laws 4 Equipment 4 Equity Interests 4 ERISA 4 Event of Default 4, 53, 57 Excessive 52 Financial Covenants 4 Fiscal Year 4 Free Rent Reserve Account 15 LOAN AGREEMENT vi Loan No. 374-1407 Free Rent Reserve Deposit 17 GAAP 4 Governmental Authority 4 Guarantor 5 Guaranty of Recourse Obligations 5 Hazardous Materials 5 Impositions 5 Improvements 5 Indebtedness 5 Indemnified Party 5 Independent Director 6 Insolvency Action 6, 53 Insolvency Opinion 6 Inspector 6 Insurance Proceeds 6, 46 Interest Rate 6 Inventory 6 Investors 6, 58 Land 6 Late Charge 6 Lease Approval Package 31 Leases 6 Legal Requirements 6 Lender 1, 7 L▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing ▇▇'s Application Election Notice 50 Lien 7 Lists 7, 22 Loan 1, 7 Loan Amount 1, 7 Loan Documents 7 Losses 7 Management Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing 7 Manager 8 Manager's Subordination 8 Material Adverse Effect 8 Material Agreements 8 Material Alterations 8, 28 Maturity Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 8 Maximum Non-Excessive Amount 52 Member 8 Net Operating Income 8 Net Restoration Proceeds 9, 201348 New Guarantor 41 Note 9 NYL Adverse Party 9 NYL Loan 9 LOAN AGREEMENT vii Loan No. 374-1407 O&M Plan 9, between ▇▇▇35 Obligations 9 OFAC 9, 22 Operating Expenses 9 Order 10, 22 Orders 10, 22 P▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC 10 Payment Date 10 Payment Guaranty 10 Permits 10 Permitted Easements 10 Permitted Encumbrances 10 Permitted Trade Payables 11, 3 Permitted Transfer 11, 37 Permitted Transfer Fee 39 Person 11 Personal Property 11, 20 Personal Property Schedule 11, 20 Plan 11 Plan Assets 11 Prepayment Fee 11 Principal Indebtedness 11 Property 11 Qualified Investor 11 Qualified Manager 12 REIT 37 Remediation 12 Rent Roll 12, 21 Rents 12 Replacement Management Agreement 12 Reserve Account 12, 16 Reserve Accounts 12, 16 Reserve Funds 12 Restoration 12, 48 Restoration Proceeds 12, 46 Restoration Proceeds Reserve Account 12, 15 Restoration Proceeds Threshold 12, 48 Restricted Party 12 Rollover Reserve Account 12, 15 S&P 13 Sale or Pledge 13 Sanctions 13, 22 Secondary Market Conditions 13, 57 Secondary Market Transaction 13, 57 Secondary Market Transactions 57 Section 6.2 Transfer 38 LOAN AGREEMENT viii Loan No. 374-1407 Security Instrument 13 Single Purpose Entity 13 SPE Equity Owner 13 Special Member 13 Taking 13, 46 Tax and Insurance Monthly Installment 13, 16 Tax and Insurance Reserve Account 13, 15 Taxes 13, 16 Tenant Improvement Reserve Deposit 18 Tenant Improvements Reserve Account 15 Terrorism Insurance 44, 51, 52 Terrorism Insurance Deposits 52 Title Policy 13 Transfer 13 Transferee Organizational Chart 40 UCC 14 Upstream Owner 14 Wetlands Instruments 37 Wetlands Obligations 37 Wetlands Permits 37 LOAN AGREEMENT ix Loan No. 374-1407 THIS LOAN AGREEMENT (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. (“Purchaser”). Seller agrees as the same may from time to selltime hereafter be modified, and Purchaser agrees to purchasesupplemented or amended, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing this "Agreement”"), to be dated as of January 1August 14, 2013 2024 (the "Closing Date"), is made by and between Purchaser, as depositor, Midland Loan ServicesNEW YORK LIFE INSURANCE COMPANY, a Division of PNC BankNew York mutual insurance company (together with its successors and assigns, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “Custodian”"Lender"), and Situs HoldingsEQRT 3327 HARRISBURG, LLCL.P., as trust advisor a Delaware limited partnership (the “Trust Advisor”together with its permitted successors and assigns, "Borrower"). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.
Appears in 1 contract
Sources: Loan Agreement (EQT Exeter Real Estate Income Trust, Inc.)
INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Affiliate 63 Affiliate Company Award 11 Affiliate Stock Option 10 Agreement 1 Officer’s Certificate 6 Ancillary Agreements 63 Associate 63 Bankruptcy and Equity Exception 20 Board of Directors 6 Book-Entry Shares 8 Business 63 Business Combination Transaction 51 Business Day 64 Business Plan 64 Capitalization Date 18 C▇▇▇▇▇ of Sale 2 Other Mortgage Loans 1 Salpeter 39 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 8 Change in the Company Recommendation 12 Closing 7 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 7 Code 16 Common Shares 18 Company 6 Company Awards 9 Company Balance Sheet 38 Company Benefit Plan 29 Company Board Recommendation 12 Company Contracts 64 Company Disclosure Letter 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information Company Financial Statements 64 Company Intellectual Property 32 Company Related Parties 57 Company Shareholder Approval 39 Company Shareholders Meeting 11 Company Shares 18 Company Stock Purchase Plan 64 Company Termination Fee 56 Consents 64 Constituent Documents 64 Dissenting Shares 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between D▇▇▇-▇▇▇▇▇ Act 64 Effective Time 7 Environmental Law 64 Environmental Permit 64 ERISA 64 ERISA Affiliate 64 Exchange Act 65 Excluded Shares 65 Expenses 65 FCPA 26 GAAP 65 Governmental Approvals 21 Governmental Entity 21 Grant Date 18 Hazardous Substances 65 Indebtedness 65 Indemnified Person 46 Intellectual Property 66 IRS 66 Knowledge 66 Law 66 Lead Director 6 Lease 66 Leased Personal Property 28 Leased Real Property 28 Liens 66 Material Adverse Effect 66 Merger 7 Merger Certificate 7 Merger Consideration 8 Merger Sub 6 NYBCL 67 NYSE MKT 18 Off-the-Shelf Software 67 Order 67 OTCQB Marketplace 67 Owned Real Property 67 Parent 6 Parent Material Adverse Effect 41 Parent Termination Fee 56 Parent-Related Parties 57 Parties 6 Paying Agent 14 Paying Agent Agreement 14 Payment Fund 14 Permits 25 Permitted Lien 67 Person 68 Proceeding 44 Proxy Statement 12 Public Shareholders 6 Related Person 68 Release 68 Representatives 68 Rollover Agreement 6 Rollover Director 68 Rollover Shareholders 6 Rollover Shares 6 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act 68 Schedule 13E-3 12 S▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (“Seller”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. 13 SEC Reports 68 Securities Act 18 Series A Certificate of Amendment 68 Series A Preferred Shares 18 Series A Preferred Stock Purchase Agreement 68 Series B Preferred Shares 18 Software 68 Stock Option 9 Subsidiary 68 Superior Proposal 51 Suppliers 27 Surviving Corporation 7 Takeover Proposal 51 Tax 69 Tax Return 69 Taxing Authority 69 Termination Date 69 Third Party 69 Trade Secrets 69 Transfer Tax 69 Transmittal Documents 15 Voting Agreement 7 WARN Act 32 Warrant 69 THIS AGREEMENT AND PLAN OF MERGER (this “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1December 18, 2013 between Purchaser2013, as depositoris entered into by and among FOHG HOLDINGS, Midland Loan ServicesLLC, a Division of PNC Bank, National Association, as master servicer Delaware limited liability company (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special ServicerParent”), U.S. Bank National AssociationFOHG ACQUISITION CORP., as trustee a New York and wholly-owned subsidiary of Parent (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the “CustodianMerger Sub”), and Situs HoldingsFREDERICK’S OF HOLLYWOOD GROUP INC., LLC, as trust advisor a New York corporation (the “Trust AdvisorCompany” and, together with Parent and Merger Sub, the “Parties”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized Certain capitalized terms used herein but in this Agreement and not otherwise defined herein shall have the meanings assigned to them are used as defined in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Section 8.11.
Appears in 1 contract
Sources: Merger Agreement (Frederick's of Hollywood Group Inc /Ny/)