Common use of Structural Changes Clause in Contracts

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Seller shall not enter into any transaction with an Affiliate of Seller (other than the sale, assignment or other transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a Transaction) unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Seller None of the Seller, any Master Series Trust or Guarantor shall not (a) enter into any a merger or consolidation (except that Guarantor may enter into a merger or consolidation if Guarantor is the surviving entity after such merger or consolidation), or adopt, file or effect a Division, or liquidate, wind up or dissolve, or (b) sell all or substantially all of its assets or propertiesproperties or (c) liquidate, divide itself into two wind up or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Sellerdissolve, without the consent of Buyer. Such Seller shall ensure that all Equity Interests of such Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Such Seller shall ensure that neither the Equity Interests of such Seller nor any property or assets of such Seller shall be pledged to any Person other than BuyerBuyer (other than a transfer of any unpledged property or assets to another Affiliate of Seller). Except as contemplated by this Agreement or the other Repurchase Documents, such Seller shall not enter into any transaction with an Affiliate of such Seller (other than the sale, assignment or other a transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a TransactionMortgage Loans and/or REO Property in the ordinary course of business) unless (a) such Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in such Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companiesproperties (except as permitted under the Repurchase Documents), or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Excluding sales of the Purchased Assets, Seller shall not enter into any transaction with an Affiliate of Seller (other than the sale, assignment or other transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a Transaction) unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Neither Seller nor Guarantor shall not (a) enter into any a merger or consolidation (except that Guarantor may enter into a merger or consolidation if Guarantor is the surviving entity after such merger or consolidation), or adopt, file or effect a Division, or liquidate, wind up or dissolve, or (b) sell all or substantially all of its assets or propertiesproperties or (c) liquidate, divide itself into two wind up or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Sellerdissolve, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than BuyerBuyer (other than a transfer of any unpledged property or assets to another Affiliate of Seller). Except as contemplated by this Agreement or the other Repurchase Documents, Seller shall not enter into any transaction with an Affiliate of Seller (other than the sale, assignment or other a transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a TransactionMortgage Loans and/or REO Property in the ordinary course of business) unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Neither Seller nor Guarantor shall not (a) enter into any a merger or consolidation (except that Guarantor may enter into a merger or consolidation if Guarantor is the surviving entity after such merger or consolidation), or adopt, file or effect a Division, or liquidate, wind up or dissolve, or (b) sell all or substantially all of its assets or propertiesproperties or (c) liquidate, divide itself into two wind up or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Sellerdissolve, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Except as contemplated by this Agreement or the other Repurchase Documents, Seller shall not enter into any transaction with an Affiliate of Seller (other than the sale, assignment or other a transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a TransactionMortgage Loans and/or REO Properties in the ordinary course of business) unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Neither Seller nor Guarantor shall not (a) enter into any a merger or consolidation (except that Guarantor may enter into a merger or consolidation if Guarantor is the surviving entity after such merger or consolidation), or adopt, file or effect a Division, or liquidate, wind up or dissolve, or (b) sell all or substantially all of its assets or propertiesproperties or (c) liquidate, divide itself into two wind up or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Sellerdissolve, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than BuyerBuyer (other than a transfer of any unpledged property or assets to another Affiliate of Seller). Except as contemplated by this Agreement or the other Repurchase Documents, Seller shall not enter into any transaction with an Affiliate of Seller (other than the sale, assignment or other a transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a TransactionMortgage Loans and/or REO Properties in the ordinary course of business) unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, consolidation or adopt, file file, or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the direct ownership of the Equity Interests of Seller, without the consent of Buyer. Except as otherwise approved by Buyer in writing in its sole discretion, Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Other than purchases and sales of Assets in compliance with the terms hereof, Seller shall not enter into any transaction with an Affiliate of Seller (other than the sale, assignment or other transfer of an Asset to an Affiliate with respect to a repurchased Purchased Asset or a proposed Purchased Asset which does not become subject to a Transaction) unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-arm’s length terms and conditions, as demonstrated in Seller’s notice.