Affirmative Covenants of ARSC. From the Closing Date until the termination of this Agreement in accordance with Section 11.4, ARSC hereby agrees that it will perform the covenants and agreements set forth in this Section 7.4. (a) ARSC hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon ARSC’s identity as a legal entity separate from Cartus and the other Cartus Persons. From and after the date hereof until one year and one day after the Final Payout Date, ARSC will take such actions as shall be required in order that: (i) ARSC will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation; (ii) ARSC will maintain corporate records and books of account separate from those of each Cartus Person and telephone numbers and stationery that are separate and distinct from those of each Cartus Person; (iii) ARSC’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus Person; (iv) ARSC will strictly observe corporate formalities in its dealings with the public and with each Cartus Person, and funds or other assets of ARSC will not be commingled with those of any Cartus Person, except as expressly permitted by the Transaction Documents. ARSC will at all times, in its dealings with the public and with each Cartus Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus Person. ARSC will not maintain joint bank accounts or other depository accounts to which any Cartus Person (other than Cartus in its capacity as Servicer under the Transfer and Servicing Agreement) has independent access; (v) The duly elected board of directors of ARSC and duly appointed officers of ARSC will at all times have sole authority to control decisions and actions with respect to the daily business affairs of ARSC; (vi) Not less than one member of ARSC’s board of directors will be an Independent Director. ARSC will observe those provisions in its certificate of incorporation that provide that ARSC’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to ARSC unless the Independent Director and all other members of ARSC’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action; (vii) ARSC will compensate each of its employees, consultants and agents from ARSC’s own funds for services provided to ARSC; (viii) ARSC will not hold itself out to be responsible for the debts of any Cartus Person; and (ix) ARSC will take all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to ARSC set forth in the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP dated as of July 31, 2006 relating to substantive consolidation matters with respect to Cartus and CFC will be true and correct at all times.
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Affirmative Covenants of ARSC. From the Closing Date until the termination of this Agreement in accordance with Section 11.4, ARSC hereby agrees that it will perform the covenants and agreements set forth in this Section 7.4.
(a) ARSC hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon ARSC’s identity as a legal entity separate from Cartus CMSC and the other Cartus CMS Persons. From and after the date hereof until one year and one day after the Final Payout Date, ARSC will take such actions as shall be required in order that:
(i) ARSC will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation;
(ii) ARSC will maintain corporate records and books of account separate from those of each Cartus CMS Person and telephone numbers and stationery that are separate and distinct from those of each Cartus CMS Person;
(iii) ARSC’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus CMS Person;
(iv) ARSC will strictly observe corporate formalities in its dealings with the public and with each Cartus CMS Person, and funds or other assets of ARSC will not be commingled with those of any Cartus CMS Person, except as expressly permitted by the Transaction Documents. ARSC will at all times, in its dealings with the public and with each Cartus CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus CMS Person. ARSC will not maintain joint bank accounts or other depository accounts to which any Cartus CMS Person (other than Cartus CMSC in its capacity as Servicer under the Transfer and Servicing Agreement) has independent access;
(v) The duly elected board of directors of ARSC and duly appointed officers of ARSC will at all times have sole authority to control decisions and actions with respect to the daily business affairs of ARSC;
(vi) Not less than one member of ARSC’s board of directors will be an Independent Director. ARSC will observe those provisions in its certificate of incorporation that provide that ARSC’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to ARSC unless the Independent Director and all other members of ARSC’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action;
(vii) ARSC will compensate each of its employees, consultants and agents from ARSC’s own funds for services provided to ARSC; ;
(viii) ARSC will not hold itself out to be responsible for the debts of any Cartus CMS Person; and
(ix) and ARSC will take all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to ARSC set forth in the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP dated as of July 31, 2006 even date herewith relating to substantive consolidation matters with respect to Cartus CMSC and CFC CMF will be true and correct at all times.
(b) ARSC assumes no obligations of the Originator under the Pool Relocation Management Agreements with respect to any Home Purchase Contracts, including without limitation the obligations of the Originator to make Equity Payments, Mortgage Payoffs and Mortgage Payments with respect to CMSC Homes or of the Seller to make Equity Payments, Mortgage Payoffs and Mortgage Payments with respect to CMF Homes.
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Affirmative Covenants of ARSC. From the Closing Date until the termination of this Agreement in accordance with Section 11.4, ARSC hereby agrees that it will perform the covenants and agreements set forth in this Section 7.4.
(a) ARSC hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon ARSC’s identity as a legal entity separate from Cartus and the other Cartus Persons. From and after the date hereof until one year and one day after the Final Payout Date, ARSC will take such actions as shall be required in order that:
(i) ARSC will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation;
(ii) ARSC will maintain corporate records and books of account separate from those of each Cartus Person and telephone numbers and stationery that are separate and distinct from those of each Cartus Person;
(iii) ARSC’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus Person;
(iv) ARSC will strictly observe corporate formalities in its dealings with the public and with each Cartus Person, and funds or other assets of ARSC will not be commingled with those of any Cartus Person, except as expressly permitted by the Transaction Documents. ARSC will at all times, in its dealings with the public and with each Cartus Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus Person. ARSC will not maintain joint bank accounts or other depository accounts to which any Cartus Person (other than Cartus in its capacity as Servicer under the Transfer and Servicing Agreement) has independent access;
(v) The duly elected board of directors of ARSC and duly appointed officers of ARSC will at all times have sole authority to control decisions and actions with respect to the daily business affairs of ARSC;
(vi) Not less than one member of ARSC’s board of directors will be an Independent Director. ARSC will observe those provisions in its certificate of incorporation that provide that ARSC’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to ARSC unless the Independent Director and all other members of ARSC’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action;
(vii) ARSC will compensate each of its employees, consultants and agents from ARSC’s own funds for services provided to ARSC; ;
(viii) ARSC will not hold itself out to be responsible for the debts of any Cartus Person; and
(ix) ARSC will take all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to ARSC set forth in the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP dated as of July 31, 2006 relating to substantive consolidation matters with respect to Cartus and CFC will be true and correct at all times.
(b) ARSC assumes no obligations of the Originator under the Pool Relocation Management Agreements with respect to any Home Purchase Contracts, including without limitation the obligations of the Originator to make Equity Payments, Mortgage Payoffs and Mortgage Payments with respect to Cartus Homes or of the Seller to make Equity Payments, Mortgage Payoffs and Mortgage Payments with respect to CFC Homes.
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Samples: Omnibus Amendment (Realogy Corp)
Affirmative Covenants of ARSC. From the Closing Date until the termination of this Agreement in accordance with Section 11.4, ARSC hereby agrees that it will perform the covenants and agreements set forth in this Section 7.4.
(a) ARSC hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon ARSC’s identity as a legal entity separate from Cartus and the other Cartus Persons. From and after the date hereof until one year and one day after the Final Payout Date, ARSC will take such actions as shall be required in order that:
(i) ARSC will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation;
(ii) ARSC will maintain corporate records and books of account separate from those of each Cartus Person and telephone numbers and stationery that are separate and distinct from those of each Cartus Person;
(iii) ARSC’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus Person;
(iv) ARSC will strictly observe corporate formalities in its dealings with the public and with each Cartus Person, and funds or other assets of ARSC will not be commingled with those of any Cartus Person, except as expressly permitted by the Transaction Documents. ARSC will at all times, in its dealings with the public and with each Cartus Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus Person. ARSC will not maintain joint bank accounts or other depository accounts to which any Cartus Person (other than Cartus in its capacity as Servicer under the Transfer and Servicing Agreement) has independent access;
(v) The duly elected board of directors of ARSC and duly appointed officers of ARSC will at all times have sole authority to control decisions and actions with respect to the daily business affairs of ARSC;
(vi) Not less than one member of ARSC’s board of directors will be an Independent Director. ARSC will observe those provisions in its certificate of incorporation that provide that ARSC’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to ARSC unless the Independent Director and all other members of ARSC’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action;
(vii) ARSC will compensate each of its employees, consultants and agents from ARSC’s own funds for services provided to ARSC; (viii) ARSC will not hold itself out to be responsible for the debts of any Cartus Person; and
(ix) ARSC will take all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to ARSC set forth in the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP dated as of July 31, 2006 relating to substantive consolidation matters with respect to Cartus and CFC will be true and correct at all times.
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Samples: Omnibus Amendment (NRT Settlement Services of Missouri LLC)
Affirmative Covenants of ARSC. From the Closing Date until the termination of this Agreement in accordance with Section 11.4, ARSC hereby agrees that it will perform the covenants and agreements set forth in this Section 7.4.
(a) ARSC hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon ARSC’s 's identity as a legal entity separate from Cartus CMSC and the other Cartus CMS Persons. From and after the date hereof until one year and one day after the Final Payout Date, ARSC will take such actions as shall be required in order that:
(i) ARSC will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation;
(ii) ARSC will maintain corporate records and books of account separate from those of each Cartus CMS Person and telephone numbers and stationery that are separate and distinct from those of each Cartus CMS Person;
(iii) ARSC’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus CMS Person;
(iv) ARSC will strictly observe corporate formalities in its dealings with the public and with each Cartus CMS Person, and funds or other assets of ARSC will not be commingled with those of any Cartus CMS Person, except as expressly permitted by the Transaction Documents. ARSC will at all times, in its dealings with the public and with each Cartus CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus CMS Person. ARSC will not maintain joint bank accounts or other depository accounts to which any Cartus CMS Person (other than Cartus CMSC in its capacity as Servicer under the Transfer and Servicing Agreement) has independent access;
(v) The duly elected board of directors of ARSC and duly appointed officers of ARSC will at all times have sole authority to control decisions and actions with respect to the daily business affairs of ARSC;
(vi) Not less than one member of ARSC’s 's board of directors will be an Independent Director. ARSC will observe those provisions in its certificate of incorporation that provide that ARSC’s 's board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to ARSC unless the Independent Director and all other members of ARSC’s 's board of directors unanimously approve the taking of such action in writing prior to the taking of such action;
(vii) ARSC will compensate each of its employees, consultants and agents from ARSC’s 's own funds for services provided to ARSC; ;
(viii) ARSC will not hold itself out to be responsible for the debts of any Cartus CMS Person; and
(ix) ARSC will take all actions necessary on its part to be taken in order to ensure that the facts and assumptions relating to ARSC set forth in the opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP dated as of July 31, 2006 even date herewith relating to substantive consolidation matters with respect to Cartus CMSC and CFC CMF will be true and correct at all times.
(b) ARSC assumes no obligations of the Originator under the Pool Relocation Management Agreements with respect to any Home Purchase Contracts, including without limitation the obligations of the Originator to make Equity Payments, Mortgage Payoffs and Mortgage Payments with respect to CMSC Homes or of the Seller to make Equity Payments, Mortgage Payoffs and Mortgage Payments with respect to CMF Homes.
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