Consents to Transaction Documents Clause Samples

Consents to Transaction Documents. (a) Seller shall not terminate, amend, amend and restate, modify or waive any conditions or provisions of any Transaction Document without the express written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that Seller may agree to increase the consideration it pays for the assets to be purchased under the Asset Purchase Agreement without Purchaser’s consent; provided further that no such increase shall increase the Purchase Price hereunder without Purchaser’s consent in its sole and absolute discretion in accordance with this Section 8.13. (b) In the event that, during a bankruptcy auction process, Seller increases the amount of consideration to be paid to ResCap for the Aggregate Mortgage Servicing Rights with respect to the Aggregate Current Excess Servicing Spread to be acquired under the Sale Agreements, then Seller may request Purchaser to increase the aggregate Purchaser Price under the Sale Agreements (a “Price Increase Proposal”) to a specified amount or based on a specified formula. Purchaser shall respond to the Price Increase Proposal within a reasonable amount of time (taking into account the auction process). Seller shall promptly provide Purchaser with all information reasonably requested by Purchaser in connection therewith. In the event that Purchaser accepts a Price Increase Proposal, the parties shall promptly amend the Sale Agreements accordingly. In the event that Purchaser declines the Price Increase Proposal, then Seller may work with one or more third parties on any alternative transaction enabling the Seller to receive amounts in excess of the aggregate Purchase Price for the Current Excess Servicing Spread under all of the Sale Agreements and rights under the Future Spread Agreements (an “Alternative Transaction”). (c) In the event that a third party desires to enter into an Alternative Transaction, Seller shall first offer to Purchaser the right to enter into such Alternative Transaction on the same terms and conditions as agreed with such third party (an “Alternative Transaction Proposal”). Purchaser shall respond to the Alternative Transaction Proposal within a reasonable amount time (taking into account the auction process). Seller shall promptly provide Purchaser with all information reasonably requested by Purchaser in connection therewith. In the event that Purchaser accepts the Alternative Transaction Proposal, the parties shall promptly amend and restate t...