Grouped Into 11 Collections of Similar Clauses From Business Contracts
This page contains Other clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Other. (a) RBS' participation in the Transaction and the Offering shall be subject to the receipt by RBS of all internal approvals. (b) Redwood (i) shall make available to RBS marketing materials substantially similar to the marketing materials used for SEMT 2012-5 transaction; (ii) at the request of RBS, provide such information and documents as may be reasonably requested in order to enable RBS to market the Underwritten Securities and carry out the engagement contemplated by this Letter Agreement an...d the Underwriting Agreement; and (iii) assist RBS in carrying out its duties, functions and responsibilities pursuant hereto and provide reasonable access to the appropriate senior officers, management, accountants, legal counsel and other parties and facilities. (c) In connection with the Transaction, Redwood has contracted a diligence firm to perform a diligence review of the Mortgage Loans. Redwood agrees to make available the loan-level files and loan-level diligence results of such firm to RBS, in order to enable RBS to conduct and complete its customary due diligence review of the Mortgage Loans. Redwood recognizes and confirms that RBS will be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of Redwood and the diligence firm contracted by Redwood, and that RBS does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information. (d) In connection with the structuring of the Offering and engaging in the Transaction, Redwood also agrees to provide RBS with (i) prompt notice of any material development affecting Redwood or the occurrence of any event or other change known to Redwood and relating to Redwood that could affect the Transaction or the Offering (including any marketing materials or Offering Documents) and (ii) any public financial reports or such other information concerning the business and financial condition of Redwood as RBS may from time to time reasonably request. 5 RWT Holdings, Inc. Redwood Trust, Inc. December 12, 2012 Page 6 (e) Redwood agrees that it has not and, unless Redwood and RBS shall mutually agree in writing, Redwood agrees that it will not engage any other person to act as a structurer, arranger, advisor, sole lead underwriter or placement agent in the Transaction for a period beginning on the date of this Letter Agreement and ending upon the termination of this Letter Agreement. (f) The terms of this Letter Agreement shall be subject to renegotiation by mutual consent of Redwood and RBS. Any changes to the contents of Annex A as a result of such renegotiation shall be reflected in a revised Annex A and attached hereto in substitution of any prior version of Annex A.View More
Other. (a) RBS' (a)CS' participation in the Transaction and the Offering shall be subject to to: i.CS's completion of satisfactory credit review and the receipt by RBS CS of all internal approvals. approvals; ii.CS's completion of, and its satisfaction in all respects with the results of, CS's customary underwriter's due diligence review of all of the Mortgage Loans; iii.all conditions precedent in the Underwriting Agreement and Basic Transaction Documents being satisfied or waived prior to or concurre...ntly with the consummation of the Offering pursuant to (i) the Underwriting Agreement and the Basic Transaction Documents and (ii) any modifications, amendments or waivers thereto which are reasonably satisfactory to CS; and iv.all conditions precedent herein being satisfied or waived prior to or concurrently with the consummation of the Offering. The foregoing conditions are conditions only to the Transaction and the Offering, and any failure to satisfy any of such conditions shall have no effect on the obligations of the parties under Section 8(b), which shall be binding irrespective of whether a Transaction or Offering occurs. 4 RWT Holdings, Inc. Redwood Trust, Inc. January 25, 2013 Page 5 (b) Redwood (i) shall make available to RBS CS marketing materials substantially similar to the marketing materials used for SEMT 2012-5 2013-2 transaction; (ii) at the request of RBS, CS, provide such information and documents as may be reasonably requested in order to enable RBS CS to market the Underwritten Securities and carry out the engagement contemplated by this Letter Agreement and the Underwriting Agreement; and (iii) assist RBS CS in carrying out its duties, functions and responsibilities pursuant hereto and provide reasonable access to the appropriate senior officers, management, accountants, legal counsel and other parties and facilities. (c) In connection with the Transaction, Redwood has contracted a diligence firm to perform a diligence review of the Mortgage Loans. Redwood agrees to make available the loan-level files and loan-level diligence results of such firm to RBS, CS, in order to enable RBS CS to conduct and complete its customary due diligence review of the Mortgage Loans. Redwood recognizes and confirms that RBS CS will be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of Redwood and the diligence firm contracted by Redwood, and that RBS CS does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information. (d) In connection with the structuring of the Offering and engaging in the Transaction, Redwood also agrees to provide RBS CS with (i) prompt notice of any material development affecting Redwood or the occurrence of any event or other change known to Redwood and relating to Redwood that could affect the Transaction or the Offering (including any marketing materials or Offering Documents) and (ii) any public financial reports or such other information concerning the business and financial condition of Redwood as RBS CS may from time to time reasonably request. 5 RWT Holdings, Inc. Redwood Trust, Inc. December 12, 2012 Page 6 (e) Redwood agrees that it has not and, unless Redwood and RBS CS shall mutually agree in writing, Redwood agrees that it will not engage any other person to act as a structurer, arranger, advisor, sole lead underwriter or placement agent in the Transaction for a period beginning on the date of this Letter Agreement and ending upon the termination of this Letter Agreement. (f) The terms of this Letter Agreement shall be subject to renegotiation by mutual consent of Redwood and RBS. CS. Any changes to the contents of Annex A as a result of such renegotiation shall be reflected in a revised Annex A and attached hereto in substitution of any prior version of Annex A. View More
