Servicing Prior to the Closing Date Sample Clauses

Servicing Prior to the Closing Date. (a) Notwithstanding anything in this Agreement to the contrary, between the Bid Date and the Closing Date, Seller shall service and administer the Loan in conformity with customary industry servicing standards; provided, however, that Seller will not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed): (i) amend or modify any material term of the Loan; (ii) release any Collateral or Borrower from liability in connection with the Loan unless the Loan is paid in full; (iii) compromise or settle any Claims; (iv) initiate or otherwise take any action with respect to a foreclosure against any Collateral except to the extent that such actions are necessary or appropriate in Seller’s sole judgment as a continuation of actions taken prior to the Bid Date; or (v) sell or encumber the Loan.
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Servicing Prior to the Closing Date. With respect to each of the Loans, from the date hereof until the Closing Date, Seller shall service such Loans in a manner that is consistent with the servicing provided by Seller with respect to its loans that are not to be transferred to Purchaser under the terms of this Agreement.
Sample 1
Servicing Prior to the Closing Date. Between the Effective Date and the Closing Date, Seller shall service and administer the Loan in conformity with customary industry servicing standards and Seller’s operating history, including confirming that real estate taxes for the Property have been paid current and insurance required under the Loan Documents is maintained; provided, however, that Seller shall not, without the prior written consent of Buyer (which shall not be unreasonably withheld or delayed): (a) amend or modify the material terms of the Loan; (b) release any Collateral or Borrower or any other obligor from liability in connection with the Loan; (c) compromise or settle any Claims; (d) initiate or otherwise take any action with respect to a foreclosure against any Collateral, or any other remedies under the Loan, except to the extent such actions are necessary or appropriate in Seller’s judgment as a continuation of actions taken prior to the Effective Date; or (e) sell or encumber the Loan. If Seller complies with this provision in good faith, Seller shall have no liability hereunder and Buyer shall be bound by the actions taken by Seller during such period. Further, under no circumstances shall Seller be deemed a fiduciary as to the Buyer with respect to the Loan. Without limiting the foregoing, Seller shall have no liability for actions taken at the written request of, or with the written consent of, Buyer, and no such action shall be deemed to have limited Buyer’s obligation to purchase the Loan. Notwithstanding any provision in this Agreement to the contrary, Seller shall have no obligation to make any advances or to pay any Impositions from its own funds.
Sample 1
Servicing Prior to the Closing Date. With respect to each of the Loans, from the date hereof until the Closing Date, Seller shall service such Loans in a manner that is consistent with the servicing provided by Seller with respect to its loans that are not to be transferred to Purchaser under the terms of this Agreement. Further, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been received to the extent Seller has provided written notice hereunder, which Purchaser has not objected to within 72 hours of receipt of such written notice), except in the ordinary course of business, Seller shall not (a) except as required by law, regulation or the terms of the Loan Documents, release any collateral or any party from any liability on or with respect to any of the Loans; (b) compromise or settle any material claims of any kind or character with respect to the Loans; or (c) except as required by law or regulation or to the extent consistent with prevailing market terms, modify, amend or waive any of the material terms of any Loan as set forth in the Loan Documents.
Sample 1

Related to Servicing Prior to the Closing Date

  • 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:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

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

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Prior to the Closing the Buyer shall provide to Seller a list of those employees of the Company whose employment Buyer intends to terminate after the Closing (the "Identified Employees") and Seller shall cause the Company prior to the Closing to show on its Financial Statements and the Preliminary Closing Balance Sheet, a liability equal to the amount that the Identified Employees would be eligible to receive under Company's severance pay plan and any pay-in-lieu-of-vacation arrangement offered by the Company and all employment taxes thereon computed as if the Company had terminated such employees' employment at Closing. As to such Identified Employees, Seller shall have the sole option to determine if the Identified Employees shall continue to be employed by Seller or its Affiliates or be transferred to other divisions or facilities of the Seller or its Affiliates. Buyer shall use its commercially reasonable best efforts to retain as many of the Company employees as is feasible. Buyer shall treat all service completed by an employee with the Company or any Affiliate thereof, and any predecessor thereto, the same as service completed with Buyer for all purposes, including waiting periods relating to preexisting conditions under medical plans, vacations, severance pay, eligibility to participate in, vesting or payment of benefits under, and eligibility for early retirement or any subsidized benefit provided for under, any employee benefit plan (including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of ERISA) maintained by Buyer on or after the Closing Date, except for purposes of computing benefits under the actual benefit formula in a defined benefit plan (as defined in Section 3(35) of ERISA). Prior to the Closing, Seller shall furnish Buyer with a list of the length of service with the Company or its Affiliates, or any predecessor thereof, for each of the Employees. For purposes of computing deductible amounts (or like adjustments or limitations on coverage) under any employee welfare benefit plan (including, without limitation, any "employee welfare benefit plan" as defined in Section 3(1) of ERISA), expenses and claims previously recognized for similar purposes under the applicable welfare benefit plan of the Company or any Affiliate shall be credited or recognized under the comparable plan maintained after the Closing Date by Buyer. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not be required to permit the employees of the Company to participate in the Buyer's 401(k) plan prior to the first day of the first calendar quarter commencing 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.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Puts Prior to the Settlement Date During the period from the Bank Closing Date to and including the Business Day immediately preceding the Settlement Date, the Assuming Bank shall be entitled to require the Receiver to purchase any Asset which the Assuming Bank can establish is evidenced by forged or stolen instruments as of the Bank Closing Date; provided, that, the Assuming Bank shall not have the right to require the Receiver to purchase any such Asset with respect to which the Assuming Bank has taken any action referred to in Section 3.4(a)(ii) with respect to such Asset. The Assuming Bank shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Bank with respect to any such Asset, as provided in Section 12.4.

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