Common use of Merger, Consolidation, Succession or Assignment Clause in Contracts

Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Master Trust is merged or consolidated, (b) resulting from a merger or consolidation to which the Master Trust is a party, (c) succeeding to the Master Trust’s business or (d) that is an Affiliate of the Master Trust to whom the Master Trust has assigned this Agreement, will be the successor to the Master Trust under this Agreement. Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Master Trust’s obligations under this Agreement and each Transaction Document to which it is a party (unless the assumption happens by operation of Law), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.

Appears in 10 contracts

Samples: Master Trust Receivables Transfer Agreement (Verizon Owner Trust 2020-C), Receivables Transfer Agreement (Verizon Owner Trust 2020-B), Master Trust Receivables Transfer Agreement (Verizon Owner Trust 2020-B)

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Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Master Trust is merged or consolidated, (b) resulting from a merger or consolidation to which the Master Trust is a party, (c) succeeding to the Master Trust’s business or (d) that is an Affiliate of the Master Trust to whom the Master Trust has assigned this Agreement, will be the successor to the Master Trust under this Agreement. Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Master Trust’s obligations under this Agreement and each Transaction Document to which it is a party (unless the assumption happens by operation of Lawlaw), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.

Appears in 5 contracts

Samples: Transfer and Servicing Agreement (Vzot 2018-A), Master Trust Receivables Transfer Agreement (Verizon Owner Trust 2019-A), Receivables Transfer Agreement (Verizon Owner Trust 2019-A)

Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Master Trust an Originator is merged or consolidated, (b) resulting from a merger or consolidation to which the Master Trust an Originator is a party, (c) succeeding to the Master Trustan Originator’s business or (d) that is an Affiliate of the Master Trust an Originator to whom the Master Trust such Originator has assigned this Agreement, will be the successor to the Master Trust such Originator under this Agreement. Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Master Trustsuch Originator’s obligations under this Agreement and each Transaction Document to which it such Originator is a party (unless the assumption happens by operation of Lawlaw), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.

Appears in 5 contracts

Samples: Transfer and Servicing Agreement (Vzot 2018-A), Originator Receivables Transfer Agreement (Verizon Owner Trust 2019-A), Originator Joinder Agreement (Verizon Owner Trust 2019-A)

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Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Master Trust is merged or consolidated, (b) resulting from a merger or consolidation to which the Master Trust is a party, (c) succeeding to the Master Trust’s 's business or (d) that is an Affiliate of the Master Trust to whom the Master Trust has assigned this Agreement, will be the successor to the Master Trust under this Agreement. Within [fifteen (15) )] Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Master Trust’s 's obligations under this Agreement and each Transaction Document to which it is a party (unless the assumption happens by operation of Lawlaw), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Verizon ABS LLC)

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