Release of Initial Member and Others Sample Clauses

Release of Initial Member and Others. The Servicer hereby releases and discharges each Prior Servicer from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the Servicing (prior to the applicable Servicing Transfer Date) by the Prior Servicers, in each case other than for acts or omissions constituting gross negligence, violation of Law or willful misconduct of such Prior Servicer.
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Release of Initial Member and Others. The Servicer hereby releases and discharges each Prior Servicer from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans or Underlying Collateral prior to the applicable Servicing Transfer Date by the Prior Servicers, in each case other than for acts or omissions constituting gross negligence, violation of law or willful misconduct of such Prior Servicer. Columbian Bank and Trust Xxxxxx XX 00000 August 22, 2008 Integrity Bank Xxxxxxxxxx XX 00000 August 29, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 10013 September 5, 0000 Xxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 October 24, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX 00000 October 31, 0000 Xxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 November 7, 2008 Franklin Bank, SSB Xxxxxxx XX 00000 November 7, 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 November 21, 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 10025 December 5, 0000 Xxxxxxxxx Xxxxx Bank Xxxxxxxxx TX 10026 December 12, 0000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 December 12, 0000 Xxxx xx Xxxxx Xxxxxx Vancouver WA 10029 January 16, 0000 0xx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 January 23, 0000 XxxxxxXxxx Xxxx Xxxx Xxxx XX 00000 January 30, 0000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000 January 30, 2009 FirstBank Financial Services XxXxxxxxx XX 00000 February 6, 0000 Xxxxxxxx Xxxx xxx Xxxxx Xxxxxxxxxx XX 00000 February 13, 2009 Riverside Bank of the Xxxx Xxxxx Xxxx Xxxxx XX 00000 February 13, 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 February 20, 2009 Security Savings Bank Xxxxxxxxx XX 00000 February 27, 0000 XxxxxXxxx Xxxx Xxxxxxxxxxx XX 00000 March 20, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 March 27, 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 July 31, 2009 Multibank Structured Transaction 2009-1 CRE Servicing Agreement 60866258_8.DOC Multibank Structured Transaction 2009-1 CRE Servicing Agreement 60866258_8 Going forward, Servicer covenants that, in addition to the matters provided for in the Servicing Agreement, it will do the following, unless otherwise provided herein or otherwise designated by Manager (if Special Servicing is designated for a Loan(s) by Manager, then Servicer will perform all of the following items A through N as applicable for the Loan(s) so designated; if only Primary Servicing or Asset Preservation is desig...
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Release of Initial Member and Others. The Servicer hereby releases and discharges each Prior Servicer from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the servicing of the Loans or Underlying Collateral prior to the applicable Servicing Transfer Date by the Prior Servicers, in each case other than for acts or omissions constituting gross negligence, violation of law or willful misconduct of such Prior Servicer. THIS ELECTRONIC TRACKING AGREEMENT (this “Agreement”) is made and entered into as of February 9, 2010 by and among (a) RL RES 2009-1 Investments, LLC (the “Manager”); (b) Quantum Servicing Corporation (the “Servicer”); (c) MERSCORP, Inc. (the “Electronic Agent”); (d) Mortgage Electronic Registration Systems, Inc. (“MERS”); (e) the Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), as receiver (“Receiver”) for various failed financial institutions (including its successors and assigns thereto), as initial member pursuant to the LLC Operating Agreement referred to below (the “Initial Member”); and (f) the FDIC, as Receiver, as collateral agent pursuant to the Reimbursement, Security and Guaranty Agreement referred to below (including its successors and assigns thereto) (the “Collateral Agent”).
Sample 1
Release of Initial Member and Others. The Servicer hereby releases and discharges each Prior Servicer from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the Servicing (prior to the applicable Servicing Transfer Date) by the Prior Servicers, in each case other than for acts or omissions constituting gross negligence, violation of Law or willful misconduct of such Prior Servicer. Notwithstanding anything to the contrary set forth herein, Servicer shall have no obligation to make Servicing Advances. Any Servicing Advances made by Servicer which are not recoverable from Borrowers and Obligors shall only be subject to reimbursement by Manager if made in compliance with this Agreement. To the extent Servicer complies with the terms of this Agreement with respect to such expenditures, Manager shall reimburse Servicer promptly for the amounts so paid, and in no event later than 30 days after receipt by Manager of written notice from Servicer of such expenditure (accompanied by reasonable supporting documentation for the same). SCHEDULE 4‌
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Release of Initial Member and Others. The Servicer hereby releases and discharges each Prior Servicer from any and all claims (including any counterclaim or defensive claim), demands, causes of action, judgments or legal proceedings and remedies of whatever kind or nature that the Servicer had, has or might have in the future, whether known or unknown, which are related in any manner whatsoever to the Servicing (prior to the applicable Servicing Transfer Date) by the Prior Servicers, in each case other than for acts or omissions constituting gross negligence, violation of Law or willful misconduct of such Prior Servicer. SIG CRE 2023 Venture LLC Servicing Agreement Version 08-2022
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Related to Release of Initial Member and Others

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Concerning the Warrant Agent and Other Matters 8.1. Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 8.1. (a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

  • Due Formation of Corporate and Other Buyers If the Buyer(s) is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Convertible Debentures and is not prohibited from doing so.

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services). (b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds. (c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects. (d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

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