By Servicer Clause Samples
The "By Servicer" clause defines the rights or obligations that are specifically assigned to the servicer within an agreement. Typically, this clause outlines actions that the servicer is authorized or required to perform, such as managing accounts, collecting payments, or administering certain processes on behalf of another party. For example, it may specify that only the servicer can initiate certain transactions or make decisions regarding the servicing of assets. The core function of this clause is to clearly delineate the servicer's role and authority, thereby preventing confusion or disputes over who is responsible for particular tasks within the contractual relationship.
By Servicer. Servicer represents and warrants to Owner as follows:
5.1.1 Servicer is a corporation duly organized and validly existing under the laws of the State of Oregon, and is authorized to conduct business in all states in which a failure to qualify would materially and adversely affect its ability to perform its services, including origination services, pursuant to this Agreement.
5.1.2 The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action by Servicer. This Agreement has been duly and validly executed and delivered on behalf of Servicer and is binding upon and enforceable against Servicer in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other applicable remedies.
5.1.3 Servicer has operated and will continue to operate its business in accordance with all federal, state and local laws, statutes and regulations, including credit protection laws and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and Servicer is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse effect on its business or assets, or its ability to perform its obligations under this Agreement.
By Servicer. From the Initial Closing Date until the Conversion Date, Servicer shall comply in all material respects with all federal and state laws and regulations applicable to Servicer. By Buyer. Buyer shall comply in all material respects with all applicable federal and state laws and regulations. Buyer shall also notify Servicer of any changes in applicable laws and regulations which impact the provision of the Services.
By Servicer. (i) Without the prior written consent of Navient, Servicer shall not have the right to transfer or assign the Agreement in whole or in part.
(ii) Notwithstanding Section 33.4(a)(i), Servicer may assign the Agreement in whole or in part to a wholly-owned subsidiary of Servicer or have Servicer’s obligations performed by a wholly-owned subsidiary of Servicer or a nonprofit corporation as to which Servicer is the controlling member (provided that Servicer itself does not undergo a Change in Control) that (A) has the same or better financial strength as Servicer, (B) assumes primary responsibility for the private student loan servicing business and operation of Servicer and has the capability to continue to provide the Services in the same manner and at the same quality and (C) has its corporate headquarters and the majority of its business operations in the United States. Nothing in the Agreement shall prevent Servicer from operating under a new business name, fictitious name, or DBA, provided that any change pursuant to the foregoing shall be at no cost to the Navient Entities.
By Servicer. Servicer shall defend, indemnify and hold harmless Buyer and its Affiliates and their respective officers, directors and employees ("Buyer Indemnified Parties"), from and against, any and all out-of-pocket liability, damages, costs and expenses, including, without limitation, any attorneys' fees, disbursements and court costs ("Losses") directly or indirectly incurred by reason of: (i) the inaccuracy of any representation or the breach of any warranty of Servicer contained in this Agreement; or (ii) the failure by Servicer to perform any of its covenants hereunder, including the covenant to perform any Services in accordance with the terms of this Agreement, or (iii) the gross negligence or willful misconduct of Servicer; or (iv) sexual harassment of, personal or bodily injury to, or property damage to the property of, any Buyer Indemnified Party which results from the Servicer's, or parties with whom the Servicer has separately contracted, willful acts. By Buyer. Buyer shall defend, indemnify and hold harmless Servicer and its Affiliates and their respective officers, directors, employees, subcontractors ("Servicer Indemnified Parties") and permitted assigns, from and against, any and all Losses directly or indirectly incurred by reason of: (i) the inaccuracy of any representation or the breach of any warranty of Buyer contained in this Agreement; or (ii) the failure by Buyer to perform any of its covenants hereunder; or (iii) the gross negligence or willful misconduct of Buyer; or (iv) sexual harassment of, personal or bodily injury to, or property damage to the property of, any Servicer Indemnified Party which results from the Buyer's, or parties with whom the Buyer has separately contracted, willful acts. Indemnification Procedures. Except as otherwise expressly provided herein, the procedures to be followed as to notice of claims, selection of counsel, settlement of claims and subrogation with respect to the indemnifications set forth in Sections 7.01(a) and 7.01(b) shall be the same as the provisions set forth in the Purchase Agreement in Article 7 thereof, which provisions shall be incorporated herein in their entirety and shall be subject to the survival provisions set forth therein. Survival of Indemnification. The provisions of this Article VII shall survive the Conversion Date for a period of one (1) year with respect to all claims. Notwithstanding the foregoing, any claim for indemnification for which notice is given pursuant to Section 7.01(c)...
By Servicer. Servicer shall use reasonable care and due diligence in performing its obligations hereunder and all services rendered shall be done with reasonable dispatch and in conformity with all applicable laws and regulations. Servicer shall notify Company immediately of any notice received of any alleged violation thereof and shall promptly correct any such violation, regardless of its cause. Servicer agrees to indemnify Company, its officers, agents and employees, and hold them harmless from any and all liability, loss, damage, costs and expenses, including any extra-contractual damages, as they or any of them from time to time incur resulting from claims, demands, disputes, investigations, proceedings, actions, litigation, or judgments resulting directly or indirectly from Servicer's breach of this Agreement or the negligence, willful misconduct or fraudulent acts of Servicer or any of its officers, agents or employees. In no event, however, shall Servicer indemnify Company or hold it harmless as hereinbefore specified for the amount of the policy benefits which may be found to be owed by Company, nor shall Servicer be responsible if the liability, loss or damages, costs and expenses arise due to any negligence or willful misconduct or fraudulent acts of Company, its officers, agents (excluding Servicer and its subagents) or employees, or to the extent Servicer follows and complies with Company's claims handling procedures, manuals, guidelines and instructions in accordance with the terms of this Agreement. Servicer shall pay all reasonable attorney's fees in connection with the defense of any such indemnifiable action should it arise; provided, however, that Company shall have the right to decide whether such action shall be compromised or defended to its final outcome and Company shall direct such compromise or defense. If any claim payment is made hereunder to an ineligible person by Servicer, or if it is determined that more or less than the correct amount has been paid by Servicer, Servicer then will attempt to recover or adjust such payment, but is not required to initiate court proceedings to effect any such adjustment. If Servicer is unsuccessful in making such adjustments, it shall so notify Company in order that Company may take such appropriate action as may be available.
By Servicer. Servicer represents and warrants to Navient, as of the Effective Date and throughout the Master Term and Termination Assistance Period(s) that:
(a) Servicer is duly organized, validly existing and in good standing under the Laws of the State of Missouri (“State”). It is a body politic and corporate and public instrumentality of the State and was created and organized by state statutes Sections 173.350 to 173.445 of the Missouri Revised Statutes. Servicer has the legal power and all licenses, permits, authorizations and approvals (governmental, corporate and otherwise) necessary to carry on its business and perform its obligations under the Agreement. Servicer is in compliance with all Laws, which, if compliance with such Laws were not maintained, would have a material adverse impact on Servicer’s ability to perform its obligations under the Agreement, including (i) being duly licensed to service and collect student loans (“Loans”) in each state in which such license is required for the provision of the Services, and (ii) being eligible under the U.S. Higher Education Act of 1965, as amended (“HEA”), and the rules, regulations, interpretations, instructions and procedures issued thereunder and in effect from time to time (“HEA Regulations”) to service any loans originated under the Health Education Assistance Loan (HEAL) and Federal Family Education Loan Programs (“FFELP Loans”). The execution and performance of the Agreement and each transaction contemplated hereby has been duly authorized by all corporate action and does not and will not contravene any provision of Laws applicable to Servicer. The execution or performance of the Agreement by Servicer shall not violate Servicer’s organizational statutes or its by-laws or any material contract or other instrument to which it is a party or by which it is bound and shall not violate any outstanding judgment, order, writ, injunction or Laws to which it is subject.
(b) The person executing the Agreement on Servicer’s behalf is duly authorized to do so, and the Agreement is a legal, valid and binding agreement, enforceable against Servicer in accordance with its terms, and subject, as to enforceability, to (i) bankruptcy, insolvency and other similar Laws of general applicability relating to or affecting creditors’ rights now or hereafter in effect and (ii) general principles of equity.
(c) No trade secrets, confidential or proprietary information, software, patents, trademarks, trade names, domain names, servic...
By Servicer. Servicer shall indemnify and hold harmless Bank and its Affiliates and their respective officers, directors and employees, from and against, any and all liability, damages, costs and expenses, including, without limitation, any attorneys' fees, disbursements and court costs ("Losses") incurred by reason of: (i) the inaccuracy of any representation prior to, or the breach of any warranty of Servicer contained in this Agreement occurring earlier than, one (1) year from the Conversion Date; or (ii) the failure to perform any covenant of Servicer hereunder, including the covenant to materially perform any Services in accordance with the terms of this Agreement.