The Servicer Not to Resign; Assignment Sample Clauses

The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, by reason of change in applicable legal requirements, the continued performance by the Servicer of its duties under this Indenture would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No such resignation shall become effective unless and until a new industry qualified servicer acceptable to the Company is willing to service the Contracts and enters into a servicing agreement with the Company in form and substance substantially similar to the Servicing Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.9. (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.5 (b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreements and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreements and this Indenture. (c) For a period of 90 days after the occurrence of any Subsidiary Payment Default (as hereinafter defined), the Trustee shall have the right to remove the Servicer and terminate the Servicing Agreement upon delivery of written notice of removal and termination to the Servicer. As used in this Section 12.7(c), the term "Subsidiary Payment Default" shall mean any default in the payment of principal and interest on any other Asset-Backed Securities (as hereinafter defined) issued (i) by an entity owned or controlled by Transition Leasing or any affiliate of Transition Leasing and formed for the purpose of issuing Asset-Backed Securities, (ii) in connection with the same business plan as that of the Company and (iii) in connection with a business plan utilizing Transition Leasing as servicer. As used in this Section 12.7(c), the term "Asset-Backed Securities" means securities that prov...
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The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it unless, by reason of change in applicable legal requirements, the continued performance by the Servicer of its duties under this Indenture would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition. No such resignation shall become effective unless and until a new industry qualified servicer acceptable to the Company is willing to service the Contracts and enters into a servicing agreement with the Company in form and substance substantially similar to the Servicing Agreement and assumes, pursuant to a written instrument reasonably satisfactory to the Trustee, the obligations and duties of the Servicer arising under this Indenture. No such resignation shall affect the obligation of the Servicer to repurchase any Contract pursuant to Section 12.17. (b) The Servicer may not assign this Indenture or the Servicing Agreement or any of its rights, powers, duties or obligations hereunder, provided that the Servicer may assign this Indenture and the Servicing Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 12.13(b), and provided further that the Servicer may contract with industry qualified third parties for the performance of its duties under the Servicing Agreement and this Indenture, except that any such contract shall not relieve the Servicer from liability for its obligations under the Servicing Agreement and this Indenture.
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The Servicer Not to Resign; Assignment. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon the Servicer’s determination that the performance of its duties hereunder is or becomes impermissible under Applicable Law. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Administrative Agent and each Lender. No such resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 11.08.
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The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustee, to such effect (subject to Section 8.2 hereof). No such resignation shall
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The Servicer Not to Resign; Assignment. The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under the Indenture would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer
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The Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its Board of Directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its Board of Directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustee, to such effect (subject to Section 8.2 hereof). No such resignation shall become effective unless and until (i) the Back-up Servicer assumes all of the Servicer's obligations under this Agreement or (ii) a new servicer acceptable to the Trustee with the consultation of the Insurer is willing to service the Contracts, enters into a servicing agreement with the Trustee in form and substance substantially similar to this Agreement and satisfactory to the Trustee and the Insurer, and the rating agency or agencies that rated the Certificates confirm that the selection of such new
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The Servicer Not to Resign; Assignment. (a) Other than in the case of an assignment to an Affiliate that would not cause a Change of Control under clause (b) of the definition thereof, the Servicer shall not resign from the obligations and duties hereby imposed on it unless such resignation is necessary for the Servicer to comply with Applicable Law. For the avoidance of doubt, any such resignation will constitute a Servicer Default. (b) The Servicer may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.
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The Servicer Not to Resign; Assignment. (a) The Issuer has entered into this Agreement with the Servicer in reliance upon the status of the Servicer as a mortgage servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall not assign this Agreement or the servicing responsibilities hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Issuer and the Trustee, which consent shall not be unreasonably withheld by the Issuer or the Trustee. (b) The Servicer shall not resign from the obligations and duties hereby imposed on it except upon (i) the appointment of a successor Servicer in the manner provided in Section 7.01 and receipt by the Trustee of a letter from each Rating Agency that such resignation and appointment shall not result in the withdrawal, qualification or downgrading of the ratings then assigned to the Bonds, or (ii) the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of
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Related to The Servicer Not to Resign; Assignment

  • Resignation as L/C Issuer after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

  • Shift Assignment Should the University elect to establish a shift on any other schedule than the regular day shift (Monday through Friday) or to assign employees to work on any such shift, the employee(s) with the most seniority in the classification affected or to be assigned on such shift shall have preference in moving to such shift. If an insufficient number of employees in the classification elect to move to such shift, then the employee(s) with the least seniority in the classification shall be assigned to such shift. If positions or shifts are reduced or eliminated or movement of personnel to other shifts is required, then the seniority of the affected employee will prevail in the selection of shift, provided the affected employee can do the required work. Such shift preference is only applicable within the employee's classification.

  • Limitation on Resignation and Assignment by Servicer The Owner has entered into this Agreement with the Servicer and subsequent Owners will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, which consent shall be granted or withheld in the reasonable discretion of the Owner, provided, however, that the Servicer may assign its rights and obligations hereunder without prior written consent of the Owner to any entity that is directly owned or controlled by the Servicer, and the Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the Servicer, the Servicer shall provide the Owner with a written statement guaranteeing the successor entity's performance of the Servicer's obligations under the Agreement. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder in the manner provided in Section 10.01. Without in any way limiting the generality of this Section 8.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Owner, then the Owner shall have the right to terminate this Agreement upon notice given as set forth in Section 9.01 without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

  • SUBLET/ASSIGNMENT The Lessee may not transfer or assign this Lease, or any right or interest hereunder or sublet said leased Premises or any part thereof without first obtaining the prior written consent and approval of the Lessor.

  • SUBCONTRACTS - ASSIGNMENT Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily, to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any subcontractor whether approved by County or not. Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Xxxxxxx Act (15 U.S.C. Sec. 15) or under the Xxxxxxxxxx Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Change of Control; Assignment and Subcontracting Except as set forth in this Section 7.5, neither party may assign any of its rights and obligations under this Agreement without the prior written approval of the other party, which approval will not be unreasonably withheld. For purposes of this Section 7.5, a direct or indirect change of control of Registry Operator or any subcontracting arrangement that relates to any Critical Function (as identified in Section 6 of Specification 10) for the TLD (a “Material Subcontracting Arrangement”) shall be deemed an assignment. (a) Registry Operator must provide no less than thirty (30) calendar days advance notice to ICANN of any assignment or Material Subcontracting Arrangement, and any agreement to assign or subcontract any portion of the operations of the TLD (whether or not a Material Subcontracting Arrangement) must mandate compliance with all covenants, obligations and agreements by Registry Operator hereunder, and Registry Operator shall continue to be bound by such covenants, obligations and agreements. Registry Operator must also provide no less than thirty (30) calendar days advance notice to ICANN prior to the consummation of any transaction anticipated to result in a direct or indirect change of control of Registry Operator. (b) Within thirty (30) calendar days of either such notification pursuant to Section 7.5(a), ICANN may request additional information from Registry Operator establishing (i) compliance with this Agreement and (ii) that the party acquiring such control or entering into such assignment or Material Subcontracting Arrangement (in any case, the “Contracting Party”) and the ultimate parent entity of the Contracting Party meets the ICANN-­‐adopted specification or policy on registry operator criteria then in effect (including with respect to financial resources and operational and technical capabilities), in which case Registry Operator must supply the requested information within fifteen (15) calendar days. (c) Registry Operator agrees that ICANN’s consent to any assignment, change of control or Material Subcontracting Arrangement will also be subject to background checks on any proposed Contracting Party (and such Contracting Party’s Affiliates). (d) If ICANN fails to expressly provide or withhold its consent to any assignment, direct or indirect change of control of Registry Operator or any Material Subcontracting Arrangement within thirty (30) calendar days of ICANN’s receipt of notice of such transaction (or, if ICANN has requested additional information from Registry Operator as set forth above, thirty (30) calendar days of the receipt of all requested written information regarding such transaction) from Registry Operator, ICANN shall be deemed to have consented to such transaction. (e) In connection with any such assignment, change of control or Material Subcontracting Arrangement, Registry Operator shall comply with the Registry Transition Process. (f) Notwithstanding the foregoing, (i) any consummated change of control shall not be voidable by ICANN; provided, however, that, if ICANN reasonably determines to withhold its consent to such transaction, ICANN may terminate this Agreement pursuant to Section 4.3(g), (ii) ICANN may assign this Agreement without the consent of Registry Operator upon approval of the ICANN Board of Directors in conjunction with a reorganization, reconstitution or re-­‐incorporation of ICANN upon such assignee’s express assumption of the terms and conditions of this Agreement, (iii) Registry Operator may assign this Agreement without the consent of ICANN directly to a wholly-­‐owned subsidiary of Registry Operator, or, if Registry Operator is a wholly-­‐owned subsidiary, to its direct parent or to another wholly-­‐owned subsidiary of its direct parent, upon such subsidiary’s or parent’s, as applicable, express assumption of the terms and conditions of this Agreement, and (iv) ICANN shall be deemed to have consented to any assignment, Material Subcontracting Arrangement or change of control transaction in which the Contracting Party is an existing operator of a generic top-­‐level domain pursuant to a registry agreement between such Contracting Party and ICANN (provided that such Contracting Party is then in compliance with the terms and conditions of such registry agreement in all material respects), unless ICANN provides to Registry Operator a written objection to such transaction within ten (10) calendar days of ICANN’s receipt of notice of such transaction pursuant to this Section 7.5. Notwithstanding Section 7.5(a), in the event an assignment is made pursuant to clauses (ii) or (iii) of this Section 7.5(f), the assigning party will provide the other party with prompt notice following any such assignment.

  • Assignment to Owners Interconnection Customer may assign the Interconnection Service Agreement without the Interconnected Transmission Owner’s or Transmission Provider’s prior consent to any Affiliate or person that purchases or otherwise acquires, directly or indirectly, all or substantially all of the Customer Facility and the Customer Interconnection Facilities, provided that prior to the effective date of any such assignment, the assignee shall demonstrate that, as of the effective date of the assignment, the assignee has the technical and operational competence to comply with the requirements of this Interconnection Service Agreement and assumes in a writing provided to the Interconnected Transmission Owner and Transmission Provider all rights, duties, and obligations of Interconnection Customer arising under this Interconnection Service Agreement. However, any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Transmission Provider, such consent not to be unreasonably withheld, conditioned or delayed.

  • Instructions for Certification – First Tier Participants a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. “First Tier Covered Transactions” refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

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