Pipeline Loans Sample Clauses

Pipeline Loans. (a) Seller shall cooperate in all respects to facilitate the transfer of all information regarding the Pipeline Loans requested by Purchaser, including without limitation, producing a data file and/or hard copies thereof in the format requested by Purchaser. In addition to, and in furtherance of the foregoing, Seller shall (i) afford Purchaser with reasonable access to its operations centers and permit Purchaser to perform and/or direct, any modifications to Seller's systems and machines as may be necessary to ensure that such loans are closed in the name of Purchaser, provided that such access does not disrupt the ordinary course business of Seller, the Company or any Company Subsidiary and provided further that such access will not violate any law, rule or regulation applicable to Seller, the Company or any Company Subsidiary, (ii) lock loans as directed by Purchaser and in accordance with the terms of the applicable loan applications. (b) Purchaser shall promptly reimburse Seller for any commission paid by Seller in accordance with existing employment arrangements to any Non-Continuing Employee with respect to any Pipeline Loans originated by such Non-Continuing Employee. (c) Purchaser shall promptly reimburse Seller for any "draw" paid by Seller to any Continuing Employee.

Pipeline Loans. On the date that is one (1) Business Day prior to the Closing Date, Seller shall deliver to Buyer a report of Seller’s Pipeline Loans as of such date prepared by the Mortgage Industry Advisory Corporation.

Pipeline Loans. Purchaser agrees that it shall be responsible for funding and use all its good faith best efforts to close the Pipeline Loans in connection with the Business beginning on the Closing Date, regardless of whether such Pipeline Loans existed on or prior to the Closing Date.

Pipeline Loans. (a) Seller is in compliance with all Applicable Pipeline Requirements in all material respects. Seller has timely filed, or will have timely filed by the Closing Date, all reports that any Governmental Body of competent jurisdiction or Insurer requires that it file with respect to the Business. No Agency has indicated to Seller in writing, or to the Knowledge of Seller, in any other manner, that it has terminated or intends to terminate its relationship with Seller for poor performance, poor loan quality or concern with respect to Seller’s compliance with Applicable Laws and/or Applicable Pipeline Loan Requirements or that Seller is in default under or not in compliance with respect to any Applicable Pipeline Requirements, except as would not, individually or in the aggregate have a Material Adverse Effect. (b) The Pipeline Loan Tape contains a list and brief description of all Pipeline Loans, which description includes (i) the loan number of the Pipeline Loan, (ii) the principal balance of the Pipeline Loan, (iii) the interest rate of the Pipeline Loan and (iv) the state in which the Mortgaged Property is to be located.

Pipeline Loans. (a) Seller shall deliver to Buyer prior to the Closing a list of all Seller Pipeline Loans as of the close of business on May 31, 2017, including all applicable information with respect thereto, including whether such Seller Pipeline Loans are locked or unlocked, which list shall be in substantially the same form as Schedule 2.2(a). Seller shall deliver to Buyer within three (3) Business Days following the Closing an updated list reflecting all Seller Pipeline Loans as of the Effective Time, including all applicable information with respect thereto, including whether such Seller Pipeline Loans are locked or unlocked, which list shall be in substantially the same form as Schedule 2.2(a). Seller shall endeavor to exclude from each list delivered pursuant to this Section 2.2(a) any Excluded Pipeline Loans. (b) The Acquired Assets shall not include any pipeline loans set forth on Schedule 2.2(b) or that do not meet the parameters set forth in Schedule 2.2(b) (all of the foregoing, the “Excluded Pipeline Loans”), and such pipeline loans shall, effective as of the Effective Time, not be deemed Seller Pipeline Loans.

Pipeline Loans. (a) As of the close of business on the Closing Date, the Closing Pipeline Loan Tape will contain a list and description of all Pipeline Loans as of the close of business on the Closing Date, which description includes (a) the loan number of the Pipeline Loan, (b) the principal balance of the Pipeline Loan, (c) the interest rate of the Pipeline Loan, (d) product type, (e) the state in which the Mortgaged Property is located; (f) if known, the closing date; (g) whether the Pipeline Loan has been approved by Seller and the applicable Investor; and (h) whether it constitutes a Locked Pipeline Loan or Unlocked Pipeline Loan. (b) Each Pipeline Loan conforms in all material respects to Applicable Requirements, and each Pipeline Loan is eligible for sale to, insurance by, or pooling to back securities issued or guaranteed by the applicable investor to which the Pipeline Loan may be sold by Seller, in each case, based on the stage of processing as of Closing. (c) The origination practices used by Seller with respect to each Pipeline Loan have been in all material respects legal and in accordance with Applicable Requirements. (d) With respect to each Pipeline Loan, if an appraisal has been obtained as of the Closing Date, the loan-to-value ratio of such Pipeline Loan does not exceed the maximum amount permitted by the applicable investor, if any, and insurer for such Pipeline Loan. To the extent applicable to a given Pipeline Loan based on the stage of processing, the appraisal prepared in connection with property associated with such Pipeline Loan was prepared by a qualified appraiser with no direct or indirect interest in the property and both the appraisal and the appraiser satisfied all Laws and Applicable Requirements. (e) No fraud or material misrepresentation occurred on the part of any Person in connection with any Pipeline Loan that could adversely affect Purchaser or result in Purchaser incurring any damage or loss, except to the extent that such fraud could have been reasonably discernable by Purchaser in the underwriting processes (provided that Purchaser in fact conducts the underwriting). (f) All interest rate locks on Locked Pipeline Loans have been conducted and managed in Seller’s ordinary course of business consistent with past practice and customary mortgage banking practices. (g) None of the Pipeline Loans previously were rejected for purchase by any investor or insurance by any insurer.

Pipeline Loans. Attached hereto as Section 5.14 Schedule (d)o is a true, complete and accurate list of all Pipeline Loans, as of the Closing Date. Except as set forth in Section 5.14 Schedule (d), the Company is not obligated, directly or indirectly, to any person or entity, to extend credit, fund, purchase or lend funds to any borrower or potential borrower. The employees of the Company originated all Pipeline Loans. Except as set forth on Section 5.14 Schedule (d) and retail Pipeline Loans, all Pipeline Loans are covered by Takeout Commitments.

Pipeline Loans. From the Effective Date until the Closing, Seller shall sell all Pipeline Loans (together with all related Mortgage Files, Mortgage Loan Documents and other documentation and files related solely thereto) closed by Seller to Buyer at par, such that Buyer receives the financial benefit of such Pipeline Loans from and after the Effective Date. In connection with the sale of such Pipeline Loans to third parties, consistent with past practice, Seller shall pay to Buyer $100 per Pipeline Loan. In addition, to compensate Seller for its services in connection with the origination of such Pipeline Loans prior to the Effective Date, Buyer shall pay to Seller $150 per Pipeline Loan.

Pipeline Loans. 19 4.18 [Intentionally Omitted]..............................................19 4.19