Transfer of Records to the Purchaser Sample Clauses

Transfer of Records to the Purchaser. (a) Each Purchase of Receivables hereunder shall include the transfer to the Purchaser of all the Originator’s right and title to and interest in the Records relating to such Purchased Receivables, and the Originator hereby agrees that such transfer shall be effected automatically with each such Purchase, without any further action on the part of the parties hereto or any further documentation.
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Transfer of Records to the Purchaser. (a) In connection with the Purchases of Receivables hereunder, the Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser all of the Seller's right and title to and interest in the Records relating to all Receivables included in the Transferred Assets, without the need for any further documentation in connection with any Purchase. In connection with such transfer, the Seller hereby represents and warrants that the Seller and/or Wentworth either itself owns, or has taken such action as may be necessary (including, without limitation, obtaining any necessary consents from licensors or other Persons) to provide the Purchaser and its assigns, including the Issuer, the Trustee, the "Master Servicers", the "Back-up Servicer" and any "Successor Servicer" (each as defined in the Indenture) with such licenses, sublicenses and/or assignments of contracts as the Issuer, the Master Servicers, the Trustee or any Successor Servicer shall from time to time require for its use of all services and computer hardware or software that relate to the servicing of the Receivables or the other Purchased Assets. The Seller hereby grants the Purchaser, the Issuer, Master Servicers, the Back-up Servicer, the Trustee and each Successor Servicer an irrevocable license (with respect to the services, and computer hardware and software that it owns) or sublicense (with respect to all other such services, hardware and software) to use such services, hardware or software in connection with the servicing, collection and monitoring of the Receivables (subject to reasonable confidentiality restrictions and restrictions limiting such use to the collection, servicing and monitoring of the Receivables, which restrictions have already been established with respect to the Back-up Servicer and, with respect to any other Person other than the Back-up Servicer, shall be determined at such time as such Person is charged with the servicing of the Receivables). As of the Closing Date, all such computer software and hardware is currently owned by Seller and/or Wentworth and is licensed to the Back-up Servicer irrevocably until the termination of the Back-up Servicing Agreement. From and after the Closing Date, the Seller or Wentworth, as applicable, shall deliver to the Purchaser a copy of each consent (or evidence that such consent is not required) from all necessary parties with respect to any such services, hardware or software prior to the date the Seller or Wentworth enters i...
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Transfer of Records to the Purchaser. (a) In connection with the Purchases of Receivables hereunder, the Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser all of the Seller’s right [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. and title to, and interest in, the Records relating to all Purchased Assets, without the need for any further documentation in connection with any Purchase other than a xxxx of sale in accordance with Section 3.02(d).
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Transfer of Records to the Purchaser. (a) Each Purchase ------------------------------------ of Pool Receivables hereunder shall include the transfer to the Purchaser of all of the Seller's right and title to and interest in the records relating to such Pool Receivables (including, without limitation, all right, title and interest in software owned by the Seller and used by it to account for the Pool Receivables and all right, title and interest of the Seller under license agreements relating to software owned by others and used by the Seller to account for Pool Receivables) and the Seller hereby agrees that such transfer shall be effected automatically with each such Purchase, without any further documentation.
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Transfer of Records to the Purchaser. (a) In connection with the Purchases of Receivables hereunder, the Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser all of the Seller’s right and title to and interest in the Records relating to all Transferred Assets, without the need for any further documentation in connection with any Purchase.
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Transfer of Records to the Purchaser. (a) In connection with the purchase and sale of the Sale Assets hereunder, the Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser all of the Seller's right, title and interest in and to all of the books, records and other information relating to all Sale Assets, without the need for any further documentation in connection with such purchase and sale. The Seller hereby delivers to the Purchaser and its assignees an irrevocable, transferable, ownership interest in the Sale Assets (subject to the limitations that may be set forth in the Underlying Instruments).
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Transfer of Records to the Purchaser. (a) In connection with the Purchases of Receivables hereunder, each Seller hereby severally sells, transfers, assigns and otherwise conveys to the Purchaser all of the applicable Seller's right and title to and interest in the Records relating to all Receivables included in the Purchased Assets, without the need for any further documentation in connection with any Purchase. In connection with such transfer, each Seller hereby grants to each of the Purchaser and the Collection Agent (including, without limitation, any successor Collection Agent appointed in accordance with the TAA) an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all computer software and equipment now or hereafter used by such Seller to administer, collect and/or monitor the Receivables, to the extent necessary to administer, Collect and/or monitor the Receivables, whether such computer software or equipment is owned by such Seller or is owned by others and used by such Seller under license agreements with respect thereto; provided, that if such computer software or equipment is owned by another Seller, such Seller hereby grants the Purchaser and the Collection Agent an irrevocable, non-exclusive license to use such computer software and equipment as aforesaid. Each Seller hereby represents that the rights to use such computer software and equipment (whether or not owned by such Seller) is freely assignable by such Seller to the Purchaser and the Collection Agent (including, without limitation, any successor Collection Agent) without the consent of any Person, or if such consent is required, such consent shall have been obtained and evidence thereof in the form of Exhibit C (executed by the licensor thereof) shall have been delivered to the Purchaser and the Agent. The license granted hereby shall be irrevocable, and shall terminate on the Collection Date.
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Related to Transfer of Records to the Purchaser

  • Transfer of Records In accordance with Sections 2.1 and 3.1, the Receiver assigns, transfers, conveys and delivers to the Assuming Institution, whether located on Bank Premises occupied or not occupied by the Assuming Institution or at any other location, any and all Records of the Failed Bank, other than the following:

  • 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

  • Transfer of Receipts; Combination and Split-up of Receipts The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time, upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

  • Retention of Records The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Books and Records; Transfers of Mortgage Loans From and after the sale of the Mortgage Loans to the Purchaser all rights arising out of the Mortgage Loans in a Mortgage Loan Package including but not limited to all funds received on or in connection with the Mortgage Loans, shall be received and held by the Company in trust for the benefit of the Purchaser as owner of such Mortgage Loans, and the Company shall retain record title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans. The sale of each Mortgage Loan in a Mortgage Loan Package shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of Xxxxxx Xxx or Xxxxxxx Mac, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage and eligibility of any condominium project for approval by Xxxxxx Mae and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such other reliable means of recreating original documents, including but not limited to, optical imagery techniques so long as the Company complies with the requirements of the Xxxxxx Xxx Selling and Servicing Guide, as amended from time to time. The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit G hereto executed by the transferee shall have been delivered to the Company, and (ii) with respect to each Mortgage Loan Package, in no event shall there be more than three Persons at any given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

  • Form and Transfer of Receipts Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders, with appropriate insertions, modifications and omissions, as hereinafter provided, if and to the extent required by any securities exchange on which the Receipts are listed. Pending the preparation of definitive Receipts or if definitive Receipts are not required by any securities exchange on which the Receipts are listed, the Depositary, upon the written order of the Company or any holder of Stock, as the case may be, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary’s Office or at such other place or places as the Depositary shall determine, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge to the holder therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement, and with respect to the Stock, as definitive Receipts. Receipts shall be executed by the Depositary by the manual and/or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed in accordance with the foregoing sentence. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. Receipts shall be in denominations of any number of whole Depositary Shares. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement. Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. Title to Depositary Shares evidenced by a Receipt, which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

  • Inspection of Records Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

  • Shareholder Inspection of Stock Records Upon requests from Fund shareholders to inspect stock records, PFPC will notify the Fund and require instructions granting or denying each such request. Unless PFPC has acted contrary to the Fund's instructions, the Fund agrees to release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Fund's shareholder records.

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