Servicing After the Closing Date Sample Clauses

Servicing After the Closing Date. (a) The Loan will be sold, transferred, conveyed, and assigned to Buyer on a Servicing-Released Basis. As of the end of the Business Day on the Closing Date, all rights, obligations, liabilities, and responsibilities with respect to the servicing and administration of the Loan will pass to Buyer, and Seller will be discharged and released from all obligations, liability or responsibility therefor. Buyer hereby acknowledges that, because the Loan may include provisions for Impositions, negative amortization and/or balloon payments of principal, the servicing of the Loan might be affected accordingly.
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Servicing After the Closing Date. All Transferred Loans will be sold, transferred, conveyed and assigned to Buyers on a Servicing-Released Basis. As of 11:59 p.m. New York City Time on the Closing Date (the “Servicing Transfer Time”), all rights, obligations, liabilities and responsibilities with respect to the Servicing and administration of such Transferred Loans will pass to Buyers, and Seller will be discharged and released from all obligations, liability or responsibility with respect to such Servicing from and after such Servicing Transfer Time. As of the Servicing Transfer Time, Buyers will be solely responsible and liable for compliance with all applicable Laws, rules and regulations governing the ownership, Servicing or administration of the Transferred Loans for the period from and after the Servicing Transfer Time, including, without limitation, the obligation (if any) to notify any Obligor or any other party thereto of the transfer of the servicing rights from Seller (as Seller or Servicer) to the Applicable Buyer. If requested by Buyers, Seller will participate in a notice of transfer of service that is drafted by Buyers and directed to the Obligors and that is in form and substance reasonably satisfactory to Seller.
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Servicing After the Closing Date. (a) The Loan will be sold, transferred, conveyed, and assigned to Buyer on a Servicing-Released Basis. As of the close of business on the date hereof, all rights, obligations, liabilities, and responsibilities with respect to the servicing and administration of the Loan, including any obligations arising from or related to the future issuance of letters of credit as provided for in the Loan Documents, will pass to Buyer, and Seller will be discharged and released from all obligations, liability or responsibility therefor. Buyer hereby acknowledges that, because the Loan may include provisions for Impositions, negative amortization and/or balloon payments of principal, the servicing of the Loan might be affected accordingly.
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Related to Servicing After the Closing Date

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers (a) The Master Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by the Rating Agency of the rating on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans. Notwithstanding any other provision of this Agreement, the Master Servicer shall not be precluded from selling all or part of the Servicing Fee relating to any Mortgage Loans to any Sub-Servicer, provided that with respect to any Mortgage Loan as to which the Master Servicer sells all or a part of the related Servicing Fee, the Master Servicer shall retain full responsibility under this Agreement for the servicing activities relating to such Mortgage Loan. Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Fxxxxxx Mac or Fxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

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