Common use of Company Not to Resign Clause in Contracts

Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company 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 Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in Section 11.01.

Appears in 16 contracts

Samples: Ex 99 (Structured Asset Sec Corp Mor Pass Thru Cer Ser 2002-10h), Sale and Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Ser 2002-8a), Sale and Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Ser 2002-8a)

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Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Owner Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the OwnerPurchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's ’s responsibilities and obligations hereunder in the manner provided in Section 11.01.

Appears in 3 contracts

Samples: Letter Agreement (MASTR Adjustable Rate Mortgages Trust 2007-3), Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2007-1), Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2006-Oa2)

Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company 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 Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner. No such resignation shall become effective until a successor shall have assumed the Company's ’s responsibilities and obligations hereunder in the manner provided in Section 11.01.

Appears in 3 contracts

Samples: Reconstituted Servicing Agreement (Luminent 2006-4), Reconstituted Servicing Agreement (Mortgage Loan Pass-Through Certificates Series 2003-1), Master Mortgage Loan Sale and Servicing Agreement (Lehman XS Trust Series 2006-12n)

Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Owner Purchaser or upon the determination that its the Company's duties hereunder are no longer permissible under applicable law and such incapacity cannot be readily cured by the CompanyCompany without additional expenses. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the OwnerPurchaser. No such resignation shall become effective until a successor shall have which satisfies the requirements of Section 9.02 has assumed the Company's responsibilities and obligations hereunder in the manner provided in accordance with Section 11.0113.01.

Appears in 2 contracts

Samples: Assignment, Assumption and Recognition Agreement (Wilshire Real Estate Investment Trust Inc), Assignment, Assumption and Recognition Agreement (Wilshire Real Estate Investment Trust Inc)

Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company 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 Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in Section 11.01.

Appears in 1 contract

Samples: Assumption and Recognition Agreement (Greenwich Capital Acceptance Inc)

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Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or resign from the obligations and duties hereby imposed on it except (a) by mutual consent of the Company and the Owner Investor or (b) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination under clause (b) permitting the resignation of the Company shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the OwnerInvestor which opinion of counsel shall be in form and substance acceptable to the Investor. No such resignation shall become effective until a successor shall have assumed the Company's ’s responsibilities and obligations hereunder in the manner provided in Section 11.01.

Appears in 1 contract

Samples: Loan Participation Agreement (Wells Fargo Real Estate Investment Corp.)

Company Not to Resign. The Company shall not assign this Agreement (except to any affiliate or subsidiary of the Company) or nor resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Owner Purchaser or upon the determination that its the Company's duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the OwnerPurchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have has assumed the Company's responsibilities and obligations hereunder in the manner provided in accordance with Section 11.01.. -44-

Appears in 1 contract

Samples: Warranty and Servicing Agreement (Asset Backed Securities Corp)

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