Purchaser Appointed Attorney for Seller Sample Clauses

Purchaser Appointed Attorney for Seller. Seller agrees that, effective as of the Closing Date, it hereby constitutes and appoints Purchaser, its successors and assigns, the true and lawful attorney of Seller in the name of Purchaser, or in the name of Seller but for the benefit and at the expense of Purchaser, to: (i) institute and prosecute all proceedings that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets as provided in this Agreement; (ii) defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets, and to do all such acts and things in relation thereto as Purchaser shall deem advisable; and (iii) take all action that Purchaser, its successors or assigns, may reasonably deem proper in order to provide for Purchaser, its successors and assigns, the benefits under any of the Purchased Assets where any required consent of another party to the sale or assignment thereof to Purchaser pursuant to this Agreement shall not have been obtained. If Purchaser, in the name of Seller, desires to institute and prosecute any action, suit or proceeding, or take any other action pursuant to this Section 5.3, Purchaser shall provide Seller ten days' written notice prior to taking any such action in the name of Seller. Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable by Seller. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. Purchaser shall indemnify Seller for any damages Seller may incur on account of the acts of Purchaser taken pursuant to the authority granted to it under Section 5.1 and this Section 5.3.
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Purchaser Appointed Attorney for Seller. Seller, effective at the Closing Date, hereby constitutes and appoints Purchaser, its successors and assigns, the true and lawful attorney of Seller, in the name of either Purchaser or Seller (as Purchaser shall determine in its sole discretion) but for the benefit of Purchaser: (i) to institute and prosecute all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets as provided for in this Agreement; (ii) to defend or compromise any and all actions, suits or proceedings in respect of any of the Assets, and to do all such acts and things in relation thereto as Purchaser shall deem advisable; and (iii) to take all action which Purchaser, its successors or assigns may reasonably deem proper in order to provide for Purchaser, its successors or assigns, the benefits under any of the Assets where any required consent of Page
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Purchaser Appointed Attorney for Seller. Seller, shall deliver a letter to Purchaser effective at the Closing Date, which letter constitutes and appoints Purchaser, its successors and assigns, the true and lawful attorney of Seller, in the name of either Purchaser or Seller (as Purchaser shall determine in its sole discretion) but for the benefit of Purchaser: (i) to institute and prosecute all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Shares; and (ii) to defend or compromise any and all Actions, in respect of any of the Acquired Shares, and to do all such acts and things in relation thereto as Purchaser shall deem advisable. Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. Purchaser agrees to act in good faith in seeking to collect, assert or enforce any Action against any third party in accordance with this Section 11.7. Notwithstanding anything contained in this Section 11.7 to the contrary, Purchaser, its successors or assigns, shall never constitute the true and lawful attorney of Seller with respect to any matter contemplated by Article 13.
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Related to Purchaser Appointed Attorney for Seller

  • Resignation and Removal of Asset Representations Reviewer (a) Resignation or Voluntary Removal of Asset Representations Reviewer. Discover Bank may, subject to the restrictions of this Section 5.2(a), remove the Asset Representations Reviewer for any reason or for no reason at any time upon thirty (30) calendar days’ prior written notice to the Asset Representations Reviewer. The Asset Representations Reviewer may, subject to the restrictions of this Section 5.2(a), resign as Asset Representations Reviewer for any reason or no reason at any time upon sixty (60) calendar days’ prior written notice to Discover Bank and the Issuer. No notice of removal or resignation of the Asset Representations Reviewer may be delivered under this Section 5.2(a)(i) if an Asset Representations Review is ongoing, (ii) on any date that is not more than 90 calendar days after the occurrence of the filing of a Securities Exchange Act Form 10-D reporting that a Delinquency Trigger has occurred, (iii) if the Indenture Trustee is conducting a vote of all Holders of Outstanding Notes pursuant to Section 715(b) of the Indenture as to whether an Asset Representations Review should be conducted or (iv) if the Delinquency Percentage for the immediately preceding Due Period was equal to or greater than 80% of the Maximum Delinquency Percentage for such Due Period. Notwithstanding this Section 5.2(a), if Additional Accounts are designated to the Master Trust in connection with the securitization that (i) were originated under substantially different underwriting standards than the Accounts designated to the Master Trust on the Effective Date and (ii) materially and adversely change the credit composition of the Receivables owned by the Master Trust, the parties to this Agreement shall commence good faith negotiations to modify the provisions regarding the resignation of the Asset Representations Reviewer in this Agreement. Notwithstanding anything in this Agreement to the contrary, the Asset Representations Reviewer may resign and terminate this Agreement if it does not receive any undisputed payment due under this Agreement (including Section 4.6) or the Fee Letter, which failure continues un-remedied for a period of thirty (30) days after written notice of such failure shall have been given to Discover Bank (with a copy to the Indenture Trustee) (the “Cure Period”). If an instrument of acceptance by a successor Asset Representations Reviewer shall not have been entered into and delivered to Discover Bank within thirty (30) days after the end of the Cure Period, the resigning Asset Representations Reviewer may petition a court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer.

  • Examination of Mortgage Loan Files and Due Diligence Review The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.

  • Audit of Asset Representations Reviewer The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.9 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.9 with the inspections described in Section 4.6. The Asset Representations Reviewer will also permit the Issuer and its authorized representatives during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Asset Representations Review Representative The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Representations Review.

  • No Resignation of Asset Representations Reviewer The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless (a) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1 or (b) upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law. The Asset Representations Reviewer will notify the Issuer and the Servicer of its resignation as soon as practicable after it determines it is required to resign and stating the resignation date and including an Opinion of Counsel supporting its determination.

  • Resignation and Removal Successor Asset Representations Reviewer Section 5.1. Eligibility Requirements for Asset Representations Reviewer 18 Section 5.2. Resignation and Removal of Asset Representations Reviewer 18 Section 5.3. Successor Asset Representations Reviewer 19 Section 5.4. Merger, Consolidation or Succession 20

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Assignment by the Depositor or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

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