Common use of Reliance on Separateness Clause in Contracts

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSS. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx LLP, dated as of the Effective Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 3 contracts

Samples: Receivables Pooling Agreement (Home Loan Servicing Solutions, Ltd.), Receivables Pooling Agreement (Home Loan Servicing Solutions, Ltd.), Receivables Pooling Agreement (Home Loan Servicing Solutions, Ltd.)

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Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSSNationstar. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSNationstar. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 3 contracts

Samples: Receivables Pooling Agreement (Nationstar Mortgage Holdings Inc.), Receivables Pooling Agreement (Nationstar Mortgage Holdings Inc.), Receivables Pooling Agreement (Nationstar Mortgage Holdings Inc.)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSSAdvance Purchaser. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSAdvance Purchaser. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 2 contracts

Samples: Receivables Pooling Agreement (Nationstar Mortgage Holdings Inc.), Receivables Pooling Agreement (New Residential Investment Corp.)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSS. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxxx Xxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated as of the Effective Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 2 contracts

Samples: Receivables Pooling Agreement (New Residential Investment Corp.), Receivables Pooling Agreement (Home Loan Servicing Solutions, Ltd.)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSSDitech. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSDitech. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, Assets and (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct correct, in all material respects, at all times.

Appears in 2 contracts

Samples: Receivables Pooling Agreement (DITECH HOLDING Corp), Receivables Pooling Agreement (DITECH HOLDING Corp)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s 's and Issuer’s 's identity as a legal entity that is separate from HLSSNationstar. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s 's and Issuer’s 's identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSNationstar. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 1 contract

Samples: Receivables Pooling Agreement (Nationstar Mortgage Holdings Inc.)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSSAdvance Purchaser. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSAdvance Purchaser. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct in all material respects at all times.

Appears in 1 contract

Samples: Receivables Pooling Agreement (New Residential Investment Corp.)

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Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSS. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct in all material respects at all times.

Appears in 1 contract

Samples: Receivables Pooling Agreement (New Residential Investment Corp.)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSS. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSS. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxxx Xxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 1 contract

Samples: Receivables Pooling Agreement (Home Loan Servicing Solutions, Ltd.)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSSDitech. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSDitech. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct at all times.

Appears in 1 contract

Samples: Receivables Pooling Agreement (Walter Investment Management Corp)

Reliance on Separateness. The Depositor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Depositor’s and Issuer’s identity as a legal entity that is separate from HLSSDitech. Therefore, from and after the date of execution and delivery of this Agreement, the Depositor will take all reasonable steps to maintain each of the Depositor’s and Issuer’s identity as a separate legal entity and to make it manifest to third parties that each of the Depositor and the Issuer is an entity with assets and liabilities distinct from those of HLSSDitech. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Depositor (i) will not hold itself out to third parties as liable for the debts of the Issuer nor purport to own the Aggregate Receivables and other related Transferred Assets, Assets and (ii) will take all other actions necessary on its part to ensure that the facts and assumptions regarding it set forth in the opinion issued by Xxxxx Xxxxx Sidley Austin LLP, dated as of the Effective Closing Date, relating to substantive consolidation issues remain true and correct correct, in all material respects, at all times.. (h)

Appears in 1 contract

Samples: www.sec.gov

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