Common use of Limitation on Mergers Clause in Contracts

Limitation on Mergers. Arcadia Financial shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that Arcadia Financial may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of Arcadia Financial or the Trust Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of Arcadia Financial under the Transaction Documents and shall expressly assume in writing all of the obligations of Arcadia Financial, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of Arcadia Financial immediately prior to such consolidation, merger or transfer of assets; and Arcadia Financial shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. Arcadia Financial shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.

Limitation on Mergers. Arcadia Financial OFL shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that Arcadia Financial OFL may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of Arcadia Financial OFL or the Trust Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of Arcadia Financial OFL under the Transaction Documents and shall expressly assume in writing all of the obligations of Arcadia FinancialOFL, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of Arcadia Financial OFL immediately prior to such consolidation, merger or transfer of assets; and Arcadia Financial OFL shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. Arcadia Financial OFL shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.

Limitation on Mergers. Arcadia Financial shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that Arcadia Financial may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of Arcadia Financial or the Trust Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of Arcadia Financial under the Transaction Documents and shall expressly assume in writing all of the obligations of Arcadia Financial, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of Arcadia Financial immediately prior to such consolidation, merger or transfer of assets; and Arcadia Financial shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (Aa) the date upon which any publicly available filing or release is made with respect to such action or (Bb) 10 Business Days prior to the date of consummation of such action. Arcadia Financial shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.

Limitation on Mergers. Arcadia Financial OFL shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that Arcadia Financial OFL may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of Arcadia Financial OFL or the Trust Other Conveyed Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of Arcadia Financial OFL under the Transaction Documents and shall expressly assume in writing all of the obligations of Arcadia FinancialOFL, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of Arcadia Financial OFL immediately prior to such consolidation, merger or transfer of assets; and Arcadia Financial OFL shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. Arcadia Financial OFL shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.

Limitation on Mergers. Arcadia Financial AFL shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that Arcadia Financial AFL may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of Arcadia Financial AFL or the Trust Other Conveyed Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of Arcadia Financial AFL under the Transaction Documents and shall expressly assume in writing all of the obligations of Arcadia FinancialAFL, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of Arcadia Financial AFL immediately prior to such consolidation, merger or transfer of assets; and Arcadia Financial AFL shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. Arcadia Financial AFL shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.