Assignments and Related Matters Sample Clauses

Assignments and Related Matters. Only if (A) expressly required by Applicable Requirements, (B) determined by the MSR Owner to be advisable after reasonable consultation with the applicable servicer or subservicer, then at the MSR Owner’s prior written direction or (C) nominal title is held in Subservicer’s name (or the name of an affiliate of Subservicer), the Subservicer shall, at its expense and in compliance with all Applicable Requirements in all material respects, (i) prepare and record or cause to be prepared and recorded, as required by the applicable Agency, all prior intervening Assignments of Mortgage Instruments related to the Defended Loans; (ii) prepare or cause to be prepared Assignments of Mortgage Instruments from Subservicer to MSR Owner related to the Defended Loans; and (iii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Agency. Subservicer shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments for the related Defended Loans promptly upon receipt of same from the applicable recording office or otherwise. In respect of any Defended Loans which are MERS Mortgage Loans, only if (A) expressly required by Applicable Requirements, (B) determined by the MSR Owner to be advisable after reasonable consultation with the applicable servicer or subservicer, then at the MSR Owner’s prior written direction, the Subservicer shall, at the Subservicer’s expense and in compliance with all Applicable Requirements and Accepted Servicing Practices or (C) if nominal title is held in Subservicer’s name (or the name of an affiliate of Subservicer), Subservicer shall, at Subservicer’s expense, take such actions as are necessary to cause MSR Owner to be clearly identified as the servicer of each such MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of servicing of mortgage loans maintained by MERS and make such other changes to the applicable MERS registration information as is required under Applicable Requirements. MSR Owner shall accept any such transfer of servicer or beneficial interest initiated by Subservicer within the MERS system. If requested by MSR Owner, Subservicer will register with MERS any Defended Loan that is a Non-MERS Mortgage Loan as of the related Agency Delivery Date (and eligible to be a MERS Mortgage Loan), in MSR Owner’s name. The MSR Owner will bear any and all costs and expenses associated with the MERS regist...
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Assignments and Related Matters. Seller shall, in accordance with all Applicable Requirements, utilize MERS in order to assign nominal title to the Mortgage Instruments to Purchaser; to prepare and record or cause to be prepared and recorded, as required by the applicable Investor, all prior intervening Assignments of Mortgage Instruments and all Assignments of Mortgage Instruments from Seller to Purchaser and from Purchaser to the applicable Investor; and to endorse or cause to be endorsed, as appropriate, the Mortgage Notes to Purchaser without recourse. In connection with the foregoing, Seller shall reimburse Purchaser for the cost of registering each Mortgage Loan with MERS at a rate of $3.00 per Mortgage Loan. Seller shall deliver to Purchaser certified copies of all recorded Assignments of Mortgage Instruments promptly upon receipt of same from the applicable recording offices or otherwise.
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Assignments and Related Matters. Subject to the terms set forth in Section 5.01(e) herein, the Seller shall, at its expense and in compliance with all Applicable Requirements and Accepted Servicing Practices within ninety (90) days following the Servicing Transfer Date, (i) prepare and record or cause to be prepared and recorded, as required by the applicable Investor, all prior intervening Assignments of Mortgage Instruments; (ii) prepare or cause to be prepared all Assignments of Mortgage Instruments to the applicable Investor or as otherwise required by the applicable Investor; and (iii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Investor. Subject to the terms set forth in Section 5.01(e) herein, the Seller shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments, with an image of the same delivered to the Document Management Vendor or Purchaser (or a recorded copy if the county register does not return an original), promptly upon receipt of the same from the applicable recording office or otherwise.
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Assignments and Related Matters. With respect to each Mortgage Loan which is not a MERS Mortgage Loan, the Seller shall, at its expense and in compliance with all Applicable Requirements and Accepted Servicing Practices within ninety (90) days of the applicable Servicing Transfer Date, (i) prepare and record or cause to be prepared and recorded, as required by the applicable Investor, any final, and all prior intervening Assignments of Mortgage Instruments, and (ii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Investor. The Seller shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments, with an image of the same delivered to the Document Management Vendor or Purchaser (or a recorded copy if the county register does not return an original), promptly upon receipt of the same from the applicable recording office or otherwise. The Seller shall, at the Seller’s expense and within five (5) Business Days of the applicable Servicing Transfer Date, take such actions as are necessary to cause the Purchaser to be clearly identified as the servicer of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of servicing of mortgage loans maintained by MERS and make such other changes to the applicable MERS registration information as is required under Applicable Requirements. The Purchaser shall accept any such transfer of servicer initiated by the Seller within MERS.
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Assignments and Related Matters. Seller shall, at its expense and in accordance with all Applicable Requirements, (i) for each Mortgage Loan registered with MERS, follow the requirements of the Investors and MERS to reflect in the records of MERS the transfer of the servicing from Seller to Purchaser and (ii) for each Mortgage Loan not registered with MERS, (A) prepare and record, or cause to be prepared and recorded, in each case as required by the Investors, all Assignments of Mortgages from Seller to Purchaser and all prior intervening assignments; and (C) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the Investors. Seller shall deliver to Purchaser or the Document Custodian all original or copies of recorded Assignments of Mortgages promptly upon receipt of same from the applicable recording offices or otherwise.
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Assignments and Related Matters. The Seller shall, at its expense and in compliance with all Applicable Requirements, (i) prepare and record or cause to be prepared and recorded, as required by the applicable Investor, all prior intervening Assignments of Mortgage Instruments; (ii) prepare or cause to be prepared all Assignments of Mortgage Instruments to the applicable Investor or as otherwise required by the applicable Investor; and (iii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Investor. The Seller shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments (or a recorded copy if the county register does not return an original) promptly upon receipt of the same from the applicable recording office or otherwise. The Seller shall, at the Seller’s expense, take such actions as are necessary to cause the Purchaser to be clearly identified as the servicer of each Mortgage Loan on the records of MERS for purposes of the system of recording transfers of servicing of mortgage loans maintained by MERS and make such other changes to the applicable MERS registration information as is required under Applicable Requirements. The Purchaser shall accept any such transfer of servicer or beneficial interest initiated by the Seller within MERS.
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Assignments and Related Matters. Subject to the terms of the Agreement Commercial Federal Bank shall promptly take such actions as needed to transfer all right, title and interest in and to the related Mortgage Loans to Xxxxx Fargo, including the assignment of the related mortgage instruments to Xxxxx Fargo, and preparing or causing to be prepared and recorded all prior intervening assignments of mortgage instruments. Commercial Federal Bank shall endorse or cause to be endorsed the related mortgage notes according to applicable Investor requirements. If requested by Xxxxx Fargo and subject to the terms of the Agreement, Commercial Federal Bank shall prepare assignments of mortgage from Xxxxx Fargo to the applicable Investor for Xxxxx Fargo’s signature. None of the assignments of mortgage from Commercial Federal Bank to Xxxxx Fargo or from Xxxxx Fargo to the applicable Investor shall be blanket assignments.
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Assignments and Related Matters. If any Mortgage Loans are not already registered on MERS, Seller shall, at Purchaser’s expense and in accordance with all Applicable Requirements, assign the Mortgages to MERS or, if Purchaser does not intend for the related Mortgage Loan to be registered with MERS, to Purchaser; prepare and record or cause to be prepared and recorded, as required by the Xxxxxx Xxx, all prior intervening Assignments of Mortgages; prepare and record or cause to be prepared and recorded, as required by the Xxxxxx Xxx, all Assignments of Mortgages from Seller to MERS (or, with respect to each Mortgage Loan that Purchaser does not intend to be registered with MERS, prepare and record or cause to be prepared and recorded all Assignments of Mortgages from Seller to Purchaser and prepare in recordable form but do not record or cause to be prepared in recordable form but not recorded all Assignments of Mortgages from Purchaser to the Xxxxxx Xxx, in each case as required by the Xxxxxx Xxx); and endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the Xxxxxx Xxx. Seller shall deliver to Purchaser or the Document Custodian all original recorded Assignments of Mortgages promptly upon receipt of same from the applicable recording offices or otherwise. (d)
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Related to Assignments and Related Matters

  • Liens and Related Matters A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

  • Definitions and Related Matters For purposes of this Agreement, the capitalized terms used herein shall have the meanings assigned to them herein or in the attached Exhibit 1 and, for purposes of this Agreement and all other documents executed in connection herewith, the rules of construction set forth in Exhibit 1 shall govern.

  • Press Releases and Related Matters Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of GE Capital or its affiliates or referring to this Agreement, the other Loan Documents or the Related Transactions Documents without at least 2 Business Days' prior notice to GE Capital and without the prior written consent of GE Capital unless (and only to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any event, such Credit Party or Affiliate will consult with GE Capital before issuing such press release or other public disclosure. Each Credit Party consents to the publication by Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Related Matters Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

  • Capitalization and Related Matters (a) The Company has an authorized capital consisting of 230,000,000,000 shares of Common Stock and 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Common Stock and 3,000 shares of Preferred Stock are issued and outstanding as of the date hereof (after giving effect to the transactions contemplated hereby) as set forth on Schedule 3.2(a) hereto. All of the outstanding shares of the Company’s capital stock are, and immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. No such stock (i) was issued in violation of the preemptive rights of any shareholder or (ii) is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. (b) Except as set forth on Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company’s capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Certain Other Assignments and Participations In addition to any other assignment or participation permitted pursuant to this Section 11.6 any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank; provided that (1) no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and (2) in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

  • Labor Agreements and Actions The Company is not bound by or ---------------------------- subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the knowledge of the Company threatened, which could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company, nor is the Company aware of any labor organization activity involving its employees. The employment of each officer and employee of the Company is terminable at the will of the Company. To its knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment.

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