Intent of Parties. The parties intend that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed in furtherance of this intent.
Intent of Parties. The parties intend that each 2005-AR1 REMIC shall be treated as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed in furtherance of this intent. Notwithstanding any other express or implied agreement to the contrary, the Seller, the Master Servicer, the Securities Administrator, the Depositor, the Trustee, each recipient of the related Prospectus Supplement and, by its acceptance thereof, each holder of a Certificate, agrees and acknowledges that each party hereto has agreed that each of them and their employees, representatives and other agents may disclose, immediately upon commencement of discussions, to any and all persons the tax treatment and tax structure of the Certificates and the 2005-AR1 REMICs, the transactions described herein and all materials of any kind (including opinions and other tax analyses) that are provided to any of them relating to such tax treatment and tax structure except where confidentiality is reasonably necessary to comply with the securities laws of any applicable jurisdiction. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Intent of Parties. 120 Section 11.02 AMENDMENT............................................................................120 Section 11.03
Intent of Parties. The parties intend that the Trust Fund shall be treated as a grantor trust for federal income tax purposes and that the provisions of this Agreement should be construed in furtherance of this intent.
Intent of Parties. (a) The Seller and the Purchaser intend that each Transaction constitute a valid sale of the Primary Portfolio Excess Spread and all proceeds thereof with respect to the related Primary Portfolio by the Seller to the Purchaser. If the conveyance of the Primary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Primary Portfolio Excess Spread and all rights under this Agreement with respect to any Primary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Primary Portfolio Excess Spread; (iv) all rights to reimbursement of Primary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Agreements and Guides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Primary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the Transaction Purchase Price.
Intent of Parties. 120 Section 11.02 Amendment .................................................................................... 120 Section 11.03 Recordation of Agreement ..................................................................... 121 Section 11.04 Limitation on Rights of Certificateholders ................................................... 121 Section 11.05 Acts of Certificateholders ................................................................... 122 Section 11.06 Governing Law ................................................................................ 123 Section 11.07 Notices ...................................................................................... 123 Section 11.08 Severability of Provisions ................................................................... 123 Section 11.09 Successors and Assigns ....................................................................... 124 Section 11.10 Article and Section Headings ................................................................. 124 Section 11.11 Counterparts ................................................................................. 124 Section 11.12 Notice to Rating Agencies ....................................................................
Intent of Parties. 17. Employee recognizes and agrees: (i) that this Exhibit is necessary and essential to protect the business of Company and to realize and derive all the benefits, rights and expectations of conducting Company’s business; (ii) that the area and duration of the protective covenants contained herein are in all things reasonable; and (iii) that good and valuable consideration exists under the Agreement, for Employee's agreement to be bound by the provisions of this Exhibit.
Intent of Parties. Except as otherwise provided herein, Tenant covenants and agrees that if (i) it shall at any time fail to pay any costs or expenses, or fail to take out, pay for, maintain or deliver any of the insurance policies, or fail to make any other payment or perform any other act on its part to be made or performed as required in this Lease, and (ii) the applicable cure period under Article 17 has expired, then Landlord may, but shall not be obligated to, and without notice to or demand upon Tenant and without waiving or releasing Tenant from any obligations of Tenant contained in this Lease, pay any such cost or expense, effect any such insurance coverage and pay premiums therefore, and may make any other payment or perform any other act on the part of Tenant to be made and performed as provided in this Lease, in such manner and to such extent as Landlord may reasonably deem desirable, and in exercising any such right, to also pay all necessary and incidental costs and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord and all necessary and incidental costs and expenses in connection with the performance of any such act by Landlord, together with interest thereon at the rate of six percent (6.00%) annually from the date of making of such expenditure by Landlord, shall be deemed Additional Rent hereunder, and shall be payable to Landlord within thirty (30) days of written demand. Tenant covenants to pay any such sum or sums with interest as aforesaid and Landlord shall have the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of an Event of Default by Tenant in the payment of the Base Rent or Additional rent due under this Lease.
Intent of Parties. It is the intent of the DG Owner/Operator to interconnect an electric power generator to the Cooperative’s electrical distribution system. It is the intent of the Cooperative to operate the distribution system to maintain a high level of service to their customers and to maintain a high level of power quality. It is the intent of both parties to operate the facilities in a way that ensures the safety of the public and their employees.
Intent of Parties. The parties desire to establish a quick, final and ------------------- binding out-of-court dispute resolution procedure to be followed in the unlikely event any dispute arising out of or related to the Manufacturing Agreement dated February 14, 2000 between the parties ("Agreement"). As used in this Dispute Resolution Agreement, the term "dispute" is used in its broadest and most inclusive sense and shall include, without limitation, any disagreement, controversy, claim, or cause of action between the parties arising out of, related to, or involving the Agreement or the transactions evidenced by the Agreement (collectively "Dispute").
