NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS Clause Samples

NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS. Purchaser shall prepare for mailing to each Contractholder that is resident in a state where Seller and Purchaser have obtained all required regulatory approvals for the assumption of the Policies, a notice substantially in the form attached hereto as Exhibit B (such option letters are hereinafter referred to as the "Contractholder Notices"). The Contractholder Notices shall be mailed by Purchaser to each such Contractholder, at the sole expense of Purchaser, on the date when all required regulatory approvals have been obtained for the assumption of each such Policy by Purchaser or as soon as practicable thereafter. Each Contractholder Notice shall be dated the date upon which it is mailed. Subject to regulatory requirements of the various states with respect to Contractholders resident in such states, Seller and Purchaser agree that a Contractholder will remain a Contractholder of Seller if a rejection of the assumption is delivered by such Contractholder to Seller or Purchaser prior to the expiration of the 30-day period which will commence on the date that the Contractholder Notice is sent to such Contractholder. Purchaser shall also prepare and mail certificates of assumption in the form attached hereto as Exhibit C (the "Certificates of Assumption"). Policies assumed by Purchaser hereunder as provided for above shall be deemed to have been assumed by novation and shall be defined herein as "Novated Contracts." Except as set forth below in this Article III, the assumption and novation of a Policy shall be effective upon the date specified in the Certficate of Assumption sent in respect of such Policy, which date shall be (i) if the Certificate of Assumption is mailed on or prior to the 25th day of any month, the first day of the second month following the month in which such certificate is mailed, and (ii) if the Certificate of Assumption is mailed after the 25th day of any month, the first day of the third month following the month in which such certificate is mailed. With respect to a Policy held by a Contractholder resident in a state where the regulatory requirements provide for a novation procedure different from the novation procedure set forth in the preceding sentence, the effective date of assumption and novation shall be as set forth in the Certificate of Assumption sent to such Contractholder, such notice to be prepared in accordance with such regulatory requirements. Notwithstanding the foregoing, the effective date of assumption and novati...
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NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS. 2 ARTICLE IV TERRITORY....................................................3
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Related to NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS

  • Due-on-Sale Clauses; Assumption Agreements To the extent provided in the applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement and all of the Insider Letters.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Due-on-Sale Clauses; Assumption and Substitution Agreements When a Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any "due-on-sale" clause contained in the related Mortgage or Note; provided, however, that the Servicer shall not exercise any such right if (i) the "due-on-sale" clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or (ii) the Servicer reasonably believes that to permit an assumption of the Mortgage Loan would not materially and adversely affect the interest of the Owners or of the Certificate Insurer. In such event, the Servicer shall enter into an assumption and modification agreement with the person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Note and, unless prohibited by applicable law or the related Mortgage Loan documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as Mortgagor and becomes liable under the Note; provided, however, that to the extent any such substitution of liability agreement would be delivered by the Servicer outside of its usual procedures for mortgage loans held in its own portfolio the Servicer shall, prior to executing and delivering such agreement, obtain the prior written consent of the Certificate Insurer. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Trustee to the related File and which shall, for all purposes, be considered a part of such File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer or the Sub-Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.