Trustee's Assignment of Purchased Contracts Sample Clauses

The Trustee's Assignment of Purchased Contracts clause establishes the trustee's authority and obligation to transfer ownership or rights under certain contracts to a designated buyer. In practice, this means that when assets are sold—such as during a bankruptcy or liquidation—the trustee formally assigns the relevant contracts (like leases, service agreements, or supply contracts) to the purchaser, ensuring the buyer can step into the seller's position. This clause is essential for facilitating the smooth transfer of contractual rights and obligations, thereby ensuring continuity for the buyer and resolving uncertainties about who holds the rights under the assigned contracts.
Trustee's Assignment of Purchased Contracts. With respect to all Contracts repurchased by the Seller pursuant to Section 2.3 or purchased by the Servicer pursuant to Sections 3.7 or 10.2, the Trustee on behalf of the Trust shall assign, without recourse, representation, or warranty to the Seller or the Servicer, as the case may be, all the Trust's right, title, and interest in and to such Contract, and all security and documents relating thereto. The preparation of documents necessary to consummate such an assignment shall be the responsibility of the Seller or the Servicer, as the case may be, and not the responsibility of the Trustee. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Contract on the ground that it shall not be a real party in interest or a holder entitled to enforce the Contract, the Trustee shall, at the Servicer's expense, take such steps as directed in writing by the Servicer to enforce the Contract, including bringing suit in the Trustee's name or the names of the Certificateholders, provided that nothing in this Section 9.3 shall require the Trustee to qualify to do business in a state in which it is not so qualified on the date of this Agreement.
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Trustee's Assignment of Purchased Contracts. With respect to all Contracts repurchased by the Seller pursuant to Section 2.3 or purchased by the Servicer pursuant to Sections 3.7 or 10.2, the Trustee on behalf of the Trust shall assign, without recourse, representation, or warranty to the Seller or the Servicer, as the case may be, all the Trust's right, title, and interest in and to such Contract, and all security and documents relating thereto. The preparation of documents necessary to consummate such an assignment shall be the responsibility of the Seller, the Servicer or the Insurer, as the case may be, and not the responsibility of the Trustee. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Contract on the ground that it shall not be a real party in interest or a holder entitled to enforce the Contract, the Trustee shall, at the Servicer's expense, take such steps as directed in writing by the Servicer to enforce the Contract, including bringing suit in the Trustee's name or the names of the Certificateholders, provided that nothing in this Section 9.3 shall require the Trustee to qualify to do business in a state in which it is not so qualified on the date of this Agreement.
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Related to Trustee's Assignment of Purchased Contracts

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • First Step If a dispute cannot be resolved by this method, the Accredited Union Representative may file a formal grievance on the prescribed form with EPSCA/the Employer within fifteen (15) working days of the alleged grievous act. Within ten (10) working days of the filing of the grievance, EPSCA/the Employer shall investigate the grievance and convene a First Step meeting which he or the Accredited Union Representative considers necessary to resolve it. The Management Committee shall be comprised of EPSCA or their designate plus at least one representative of the Employer named in the grievance. The Union Committee shall include at least two persons, one of whom shall be the Accredited Union Representative for the grievor. EPSCA/the Employer shall give his reply on the prescribed form to the Accredited Union Representative within five (5) working days from the date of the First Step meeting. Copies of completed grievance forms signed by the appropriate parties shall be filed by EPSCA/the Employer with the General Manager of EPSCA. The Accredited Union Representative for the grievor will file a copy with the Union. The EPSCA/the Employer will send a copy of any signed first step grievance settlement between the Accredited Union Representative and EPSCA/the Employer to the Union and EPSCA office.

  • Condition of Purchased Assets The Purchased Assets are in good repair and working condition, normal wear and tear excepted, are suited for the uses currently intended, are in conformity with all applicable laws, ordinances, rules and regulations and are in good saleable condition, normal wear and tear excepted.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Fredd▇▇ ▇▇▇; (▇) sh▇▇▇ ▇▇▇e a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Due-on-Sale Clauses; Assumption Agreements To the extent provided in the applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.