Common use of Opinion of Counsel for Seller Clause in Contracts

Opinion of Counsel for Seller. Seller shall cause to be delivered to Purchaser, prior to the Sale and Transfer Date, opinion from counsel to Seller, in form and substance reasonably satisfactory to counsel to Purchaser, to the effect that: (i) Seller has been duly organized and is validly existing in the jurisdiction of its organization; (ii) Seller has full corporate power and authority under its organizational documents to enter into and deliver the Closing Documents and to perform the obligations required of it thereunder, in particular, the power and authority to transfer all right, title, and interest in the Transferred Assets and the Accounts Receivable, (iii) the Closing Documents have been duly authorized, executed and delivered by Seller and do not and will not conflict with any of the terms of Seller’s organizational documents or any other corporate governing instruments and will not conflict with any material agreement, indenture, or other instruments which are binding on Seller, (iv) other than Foreclosure actions in which Seller is the plaintiff, there is no litigation, proceeding, or governmental investigation existing, pending, or threatened, or any order, injunction, or decree outstanding, against or relating to Seller, which is expected to have a material adverse effect upon (a) the rights being transferred to Purchaser hereunder after the Sale and Transfer Date, or (b) the obligations of Seller under the Closing Documents which has not been disclosed by Seller to Purchaser or its counsel in writing, (v) the Closing Documents constitute a legal, valid and binding obligation of Seller, subject to applicable insolvency, bankruptcy reorganization, moratorium or similar laws and principles of equity.

Opinion of Counsel for Seller. Purchaser shall have received, on or before the first Sale Date, an opinion of the in-house counsel of Seller shall cause to be delivered (or of a law firm reasonably acceptable to Purchaser, prior to ) dated as of the first Sale and Transfer Date, opinion from counsel to Seller, in form and substance reasonably satisfactory to counsel to PurchaserPurchaser in the exercise of its reasonable discretion, to the effect that: (ia) Seller is a corporation validly existing and in good standing under the laws of its state of organization; (b) Seller has been duly organized all requisite corporate power, authority and is validly existing in the jurisdiction of its organization; (ii) Seller has full corporate power and authority under its organizational documents capacity to enter into and deliver the Closing Documents Transaction Agreements and to perform the obligations required of it thereunderthereby; (c) the execution and performance by Seller of the Transaction Agreements, in particular, Seller’s compliance with the power and authority to transfer all right, title, and interest in the Transferred Assets terms thereof and the Accounts Receivable, (iii) consummation of the Closing Documents have been duly authorized, executed and delivered by Seller and transactions contemplated thereby do not 57 and will not conflict with any of the terms of Seller’s organizational documents Certificate of Incorporation or Bylaws or any other similar corporate governing instruments and will not conflict with documents of Seller, or, as to the attorney’s knowledge, any material contract or agreement, indenture, order or other instruments which are binding on Seller, (iv) other than Foreclosure actions in decree to which Seller is subject or by which it is bound; (d) the plaintiffTransaction Agreements have been duly executed by Seller and each is the valid and legally binding obligation of Seller enforceable against Seller in accordance with their respective terms, subject to bankruptcy, insolvency are similar laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance of contracts; and (e) to the knowledge of such counsel, there is no litigation, proceeding, litigation proceeding or governmental investigation existing, pending, pending or threatened, or any order, injunction, injunction or decree outstanding, outstanding against or relating to Seller, which Seller that is reasonably expected to have a material adverse effect upon (a) the rights being transferred to Purchaser hereunder after the Sale Servicing Rights and Transfer Date, or (b) the obligations of Seller under the Closing Documents which that has not been disclosed by Seller to Purchaser or its counsel in writing, (v) the Closing Documents constitute a legal, valid and binding obligation of Seller, subject to applicable insolvency, bankruptcy reorganization, moratorium or similar laws and principles of equityon Schedule 5.12 hereto.

Opinion of Counsel for Seller. Purchaser shall have received an opinion of their counsel Xxxxx Xxxxx, esq. __________________________, to Seller shall cause to be delivered to Purchaserin connection with this transaction, prior to on the Sale and Transfer Closing Date, opinion from counsel to Seller, in form and substance reasonably satisfactory to counsel to Purchaser, to the effect that: (i) Seller has been is a corporation duly organized and is organized, validly existing and in good standing under the jurisdiction laws of its organization; the State of California, (ii) Seller has full all requisite corporate power power, authority and authority under its organizational documents capacity to enter into and deliver the Closing Documents this Agreement and to perform the obligations required of it thereunderhereunder, in particular, particular the corporate power and authority to transfer all right, title, title and interest in the Transferred Assets Servicing, Related Escrow Accounts and the Accounts Receivable, (iii) the Closing Documents have been duly authorizedexecution and performance of this Agreement by Seller, executed its compliance with the terms hereof and delivered by Seller and the consummation of the transactions contemplated hereby, do not and will not conflict with any of the terms of Seller’s organizational documents its Certificate of Incorporation, By-Laws or any other corporate governing instruments and will not conflict with any material agreement, indenture, or other instruments which are binding on Sellerknown to such counsel, (iv) this Agreement has been duly executed by Seller and is a valid and legally binding obligation of Seller in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditors' rights and subject to principles of equity, and (v) after inquiry, to the knowledge of such counsel (without inquiry to Seller), other than Foreclosure actions in which Seller is the plaintiffforeclosure actions, there is no litigation, proceeding, proceeding or governmental investigation existing, pending, or threatened, or any order, injunction, injunction or decree outstanding, against or relating to Seller, seller which is expected to have a material adverse effect upon (a) the rights being transferred assigned to Purchaser hereunder after the Sale Closing Date and Transfer Date, or (b) the obligations of Seller under the Closing Documents which has not been disclosed by Seller to Purchaser or its counsel in writing, (v) the Closing Documents constitute a legal, valid and binding obligation of Seller, subject to applicable insolvency, bankruptcy reorganization, moratorium or similar laws and principles of equity.

Opinion of Counsel for Seller. Seller shall cause to be delivered to Purchaser, prior to the Sale and Transfer Date, opinion from in-house counsel to Seller, in form and substance reasonably satisfactory to counsel to Purchaser, to the effect that: (i) Seller has been duly organized and is validly existing in the jurisdiction of its organization; (ii) Seller has full corporate power and authority under its organizational documents to enter into and deliver the Closing Documents and to perform the obligations required of it thereunder, in particular, the power and authority to transfer all right, title, and interest in the Transferred Assets and the Accounts Receivable, (iii) the Closing Documents have been duly authorized, executed and delivered by Seller and do not and will not conflict with any of the terms of Seller’s organizational documents or any other corporate governing instruments and will not conflict with any material agreement, indenture, or other instruments which are binding on Seller, (iv) other than Foreclosure actions in which Seller is the plaintiff, there is no litigation, proceeding, or governmental investigation existing, pending, or threatened, or any order, injunction, or decree outstanding, against or relating to Seller, which is expected to have a material adverse effect upon (a) the rights being transferred to Purchaser hereunder after the Sale and Transfer Date, or (b) the obligations of Seller under the Closing Documents which has not been disclosed by Seller to Purchaser or its counsel in writing, (v) the Closing Documents constitute a legal, valid and binding obligation of Seller, subject to applicable insolvency, bankruptcy reorganization, moratorium or similar laws and principles of equity.