Cutoff Dates Sample Clauses

Cutoff Dates. N2P shall cause (i) the PTP Calling Card ------------ Service to be fully prepared for launch on the ICQ Service (A) for calls originating in the United States, within **** (****) **** following the Effective Date, (B) for calls originating in the Primary International Gateways, within **** (****) **** following the Effective Date, and (C) for calls originating in the Secondary International Gateways, within **** (****) **** following the Effective Date; and (ii) each of the Secondary ICQ IP Telephony Services (including, without limitation, with respect to the Collective International Gateways) to be fully prepared for launch on the ICQ Service by the respective cutoff dates therefor set forth on Exhibit I to this Agreement (each such date in clauses (i) and (ii) above, a "Cutoff Date," and collectively, the "Cutoff Dates"). If any Core Premium Service is not fully prepared for launch in a particular country (whether the United States or a Collective International Gateway) by the applicable Cutoff Date, ICQ shall have the right to terminate the exclusivity (as set forth in Section 9 of this Agreement) with respect to such Core Premium Service in such country (each such country, a "Non-Exclusive Gateway"), and thereby enter into an agreement with any third party (including a N2P Competitor) with respect to such Core Premium Service in such Non-Exclusive Gateway. In the event that within **** (****) **** following any Cutoff Date (as to a Core Premium Service), N2P shall not have caused any such Core Premium Service to be fully prepared for launch in any such Non- Exclusive Gateway and fails to cause such Core Premium Service to be fully ready for launch in substitute gateways approved by ICQ (such approval not to be unreasonably withheld) that would provide a substantially similar percentage of the ICQ User base access to such Core Premium Service, then ICQ shall have the right to terminate the exclusivity (as set forth in Section 9 of this Agreement) with respect to such Core Premium Service, and thereby to enter into an agreement with any third party (including, without limitation, any N2P Competitor) with respect to such Core Premium Service.
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Cutoff Dates. N2P shall cause (i) the PTP Calling Card Service to be fully prepared for launch on the AIM Service within [****] following the Effective Date; and (ii) each of the Secondary AIM IP Telephony Services to be fully prepared for launch on the AIM Service by the respective cutoff dates therefor set forth on Exhibit I to this Agreement (each such date in clauses (i) and (ii) above, a "Cutoff Date," and collectively, the "Cutoff Dates"). If any Core Premium Service is not fully prepared for launch by the applicable Cutoff Date in any particular country, AOL shall have the right to terminate the exclusivity (as set forth in Section 9 of this Agreement) with respect to such Core Premium Service in that country, and thereby enter into an agreement with any third party (including a N2P Competitor) with respect to such Core Premium Service in such country(s); provided, however, that in the event any such Core Premium Service is not fully prepared for launch by the applicable Cutoff Date in the United States, then AOL shall have the right to terminate the exclusivity worldwide (as set forth in Section 9 of this Agreement) with respect to such Core Premium Service(s) that is or are not fully prepared for launch by the applicable Cutoff Date , and thereby enter into an agreement with any third party (including a N2P Competitor) with respect to such Core Premium Service(s).

Related to Cutoff Dates

  • Mortgage Loan Characteristics The characteristics of the related Mortgage Loan Package are as set forth on the description of the pool characteristics for the applicable Mortgage Loan Package delivered pursuant to Section 11 on the related Closing Date in the form attached as Exhibit B to each related Assignment and Conveyance Agreement;

  • Characteristics of Receivables As of the Cut-Off Date (or such other date as may be specifically set forth below), each Receivable:

  • Mortgage Loan Schedules The Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the Mortgage Loan Seller and the Purchaser (the “Amendment”). If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

  • Mortgage Loan Schedule The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

  • Repurchase of Mortgage Loans with First Payment Defaults With respect to any Mortgage Loan, in the event that the first scheduled payment of principal and interest due either (i) after origination of such Mortgage Loan, or (ii) after the related Closing Date is not paid within sixty (60) days of the related Due Date, the Seller, at the Purchaser's option, shall repurchase such Mortgage Loan from the Purchaser at the Repurchase Price. The Seller shall repurchase such delinquent Mortgage Loan within thirty (30) days of such request unless the Seller can provide evidence reasonably acceptable to the Purchaser in its good faith discretion that such delinquency was due to a servicing error. Notwithstanding the foregoing, the Purchaser may, in its sole discretion, elect to submit for the Seller's consideration a revised Purchase Price Percentage (as defined in the related Purchase Price and Terms Agreement) (in each case, a "Revised Pricing Offer") with respect to any such Mortgage Loan. Thereafter, the Seller shall accept or reject such Revised Pricing Offer. In the event the Seller rejects a Revised Pricing Offer, the applicable Mortgage Loan shall be repurchased pursuant to the previous paragraph. In the event the Seller accepts a Revised Pricing Offer with respect to any such Mortgage Loan (such loan, a "Repriced Mortgage Loan") the Seller shall refund to the Purchaser an amount equal to (i) the product of (x) the difference between the original related Purchase Price Percentage and (y) the applicable Revised Pricing Offer, and (ii) the outstanding principal balance of such Repriced Mortgage Loan as of the related Cut-off Date (such product, in each case, the "Repricing Adjustment"), plus accrued interest on such Repricing Adjustment calculated at the federal funds rate as of the related Closing Date. Such amount shall be paid by the Seller to the Purchaser within thirty (30) days thereof.

  • Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

  • Pool Characteristics The Mortgage Loans in the related Mortgage Loan Package have the characteristics as set forth on Exhibit 2 to the related Assignment and Conveyance.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.

  • Origination Date The origination date is no earlier than ninety (90) days prior to the related Purchase Date.

  • Mortgage Loans As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) all Escrow Payments, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Seller, the Depositor and the Issuer (and the Depositor so represents and recognizes) that it is not intended that any Mortgage Loan to be included in the Trust Estate be (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High-Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective January 1, 2005.

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