Sale and Transfer of Servicing and Escrows Sample Clauses

Sale and Transfer of Servicing and Escrows. (a) The Designated Loans shall be sold on a servicing released basis. As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Designated Loans on and after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Designated Loans on and after the Closing Date, and Purchaser shall be indemnified by Seller from all liability with respect to servicing the Designated Loans prior to the Closing Date.
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Sale and Transfer of Servicing and Escrows. (a) All rights, obligations, liabilities and responsibilities with respect to the servicing of the Purchased Loans after the Closing Time will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Purchased Loans after the Closing Time, and Purchaser shall be indemnified by Seller from all liability with respect to servicing the Purchased Loans prior to the Closing Time; provided, however, for a reasonable period of time after the Closing Time, the parties shall cooperate fully with each other in connection with any acts or actions required to be taken by either party with respect to such Purchased Loans and work together to ensure compliance by both parties with all applicable requirements of each party with respect to such Purchased Loans.
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Sale and Transfer of Servicing and Escrows. The Deposit Related Loans shall be sold on a servicing released basis. As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of such Loans on and after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Deposit Related Loans on and after the Closing Date and Purchaser shall be discharged and indemnified by Seller from all liability with respect to servicing of the Deposit Related Loans prior to the Closing Date.
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Sale and Transfer of Servicing and Escrows. (a) The Loans shall be sold on a servicing released basis: (i) as of the Closing Date, all rights, obligations, liabilities, and responsibilities with respect to the servicing of the Loans will be assumed by Purchaser; and (ii) Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Loans on and after the Closing Date.
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Sale and Transfer of Servicing and Escrows. (a) The Loans shall be sold on a servicing-released basis. As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loans after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Loans after the Closing Date and Purchaser shall be discharged and indemnified by Seller from all liability with respect to servicing of the Loans on or prior to the Closing Date. To the extent permitted under the applicable documents, Seller shall assign to Purchaser Seller's rights under any participation or servicing agreement relating to the Loans.
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Sale and Transfer of Servicing and Escrows. (a) The Loans shall be sold on a servicing released basis. As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loans on and after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Loans on and after the Closing Date, and Purchaser shall be indemnified by Seller from all liability with respect to servicing the Loans prior to the Closing Date.
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Sale and Transfer of Servicing and Escrows. (a) As of the Closing Date, all rights, obligations, liabilities and responsibilities with respect to the servicing of the Purchased Loans on and after the Closing Date will be assumed by Purchaser. Seller shall be discharged and indemnified by Purchaser from all liability with respect to servicing of the Purchased Loans on and after the Closing Date, and Purchaser shall be indemnified by Seller from all liability with respect to servicing the Purchased Loans prior to the Closing Date; provided, however, for a reasonable period of time after the Closing Date, the parties shall cooperate fully with each other in connection with any acts or actions required to be taken by either party with respect to such Purchased Loans and work together to ensure compliance by both parties with all applicable requirements of each party with respect to such Purchased Loans.
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Related to Sale and Transfer of Servicing and Escrows

  • Transfer of Servicing On the related Transfer Date, if any, the Purchaser, or its designee, shall assume all servicing responsibilities related to, and the Seller cease all servicing responsibilities related to, the related Mortgage Loans subject to such Transfer Date. On or prior to the related Transfer Date, the Seller shall, at its sole cost and expense, take such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to the Purchaser, or its designee, including but not limited to the following:

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • No Transfer of Servicing With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

  • Transfer of Receivables Pursuant to the Sale and Servicing Agreement, the Purchaser will assign all of its right, title and interest in, to and under the Receivables and other assets described in Section 2.1

  • Servicing Transfer In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

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