Notifications to Parties Sample Clauses

Notifications to Parties. The Servicer shall promptly notify the Trustee, the Securities Administrator, the Master Servicer and the Depositor (i) of any legal proceedings pending against the Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Servicer shall become (but only to the extent not previously disclosed to the Securities Administrator, the Master Servicer and the Depositor) at any time an affiliate of any of the parties listed on Exhibit T to this Agreement. If so requested by the Trustee, the Securities Administrator, the Master Servicer or the Depositor on any date following the date on which information was first provided to the Trustee, the Master Servicer, the Securities Administrator and the Depositor, pursuant to the preceding sentence, the Servicer shall within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in item number (7) of Schedule II hereto, or, the Servicer shall, if such a representation and warranty is not accurate as of the date of such request, provide reasonable adequate disclosure of the pertinent facts, in writing, to the requesting party. The Servicer shall provide to the Securities Administrator, the Trustee, the Master Servicer and the Depositor prompt notice of the occurrence of any of the following: (i) any event of default under the terms of this Agreement; (ii) any merger, consolidation or sale of substantially all of the assets of the Servicer; (iii) the Servicer’s engagement of any Subservicer or Subcontractor; (iv) any material litigation involving the Servicer; and (v) any affiliation or other significant relationship between the Servicer and other transaction parties, other than the Servicer’s affiliation with the Mortgage Loan Seller and First Franklin Financial Corporation, which affiliations have already been identified by the Servicer.
Sample 1Sample 2Sample 3See All (17)
AutoNDA by SimpleDocs
Notifications to Parties. In addition to communications provided for in articles 7, 8, 9 and 10 and the reservation provided for in article 14 of this Agreement, the Secretary-General of the United Nations shall notify the Parties and the other States referred to in article 5 of the following:
Sample 1Sample 2Sample 3See All (12)
Notifications to Parties. The Servicer shall promptly notify the Master Servicer and the Depositor (i) of any legal proceedings pending against the Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Servicer shall become (but only to the extent not previously disclosed to the Master Servicer and the Depositor) at any time an affiliate of any of the parties listed on Exhibit T to this Agreement. If so requested by the Master Servicer or the Depositor on any date following the date on which information was first provided to the Master Servicer and the Depositor, pursuant to the preceding sentence, the Servicer shall within five Business Days following such request, confirm in writing that except as disclosed in writing to the Master Servicer, the Depositor, the Trustee, and the Securities Administrator, prior to the Closing Date: (i) Xxxxx Fargo is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of Xxxxx Fargo; (ii) Xxxxx Fargo has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the relevant servicing criteria with respect to other securitizations of residential mortgage loans involving Xxxxx Fargo as servicer has been disclosed or reported by Xxxxx Fargo; (iv) no material changes to Xxxxx Fargo’s policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of Xxxxx Fargo’s financial condition that could have a material adverse effect on the performance by Xxxxx Fargo’s financial condition that could have a material adverse effect on the performance by Xxxxx Fargo of its servicing obligations under this Agreement and (vi) there are no affiliations, relationships or transactions relating to Xxxxx Fargo or any Subservicer with any party listed on Exhibit T hereto, other than its affiliation with the Securities Administrator, the Master Servicer, the Custodian and the Originator, or, the Servicer shall, if such a representation and warranty is not accurate as of the date of such request, provide reasonable adequate disclosure of the pertinent fact...
Sample 1
Notifications to Parties. The Servicer shall promptly notify the Master Servicer and the Depositor (i) of any legal proceedings pending against the Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Servicer shall become (but only to the extent not previously disclosed to the Master Servicer and the Depositor) at any time an affiliate of any of the parties listed on Exhibit T to this Agreement. If so requested by the Master Servicer or the Depositor on any date following the date on which information was first provided to the Master Servicer and the Depositor, pursuant to the preceding sentence, the Servicer shall within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in item number (7) of Schedule II hereto, or, the Servicer shall, if such a representation and warranty is not accurate as of the date of such request, provide reasonable adequate disclosure of the pertinent facts, in writing, to the requesting party. The Servicer shall provide to the Master Servicer and the Depositor prompt notice of the occurrence of any of the following: (i) any event of default under the terms of this Agreement; (ii) any merger, consolidation or sale of substantially all of the assets of the Servicer; (iii) the Servicer’s engagement of any Subservicer or Subcontractor; (iv) any material litigation involving the Servicer; and (v) any affiliation or other significant relationship between the Servicer and other transaction parties.
Sample 1

Related to Notifications to Parties

  • Filings; Other Actions; Notification (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

  • Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement.

  • Statements and Confirmations The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.

  • Regulatory and Other Authorizations; Notices and Consents The Ambac Parties and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Acknowledgement and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

Time is Money Join Law Insider Premium to draft better contracts faster.