Common use of Merger or Consolidation of Seller Clause in Contracts

Merger or Consolidation of Seller. Any entity (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party, or (iii) which may succeed to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement. The Seller may not enter into any merger, conversion, sale of all or substantially all of its assets or consolidation transactions unless (v) the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder; (w) the Seller provides the Rating Agency with notice of such foregoing event and the name of such surviving entity and delivers to the Trustee a letter from the Rating Agency that such merger, conversion or consolidation will not result in a reduction of the ratings for the Notes; (x) immediately before and after giving effect to any such transaction, no representation or warranty. made pursuant to Section 3.02 or 6.01 shall have been breached (for purposes hereof, such representations and warranties in Section 6.01 shall speak as of the date of consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing; (y) the Seller shall have delivered to the Trustee an Officer's Certificate and an opinion of Counsel each stating-that such consolidation, merger, or succession and such agreement or assumption complies with this Section 6.02 and that all conditions precedent, if any, provided for in the agreement relating to such transaction have been complied with; and (z) the Seller shall have delivered to the Trustee an Opinion of Counsel, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Trust Property as required herein, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of Seller. Any entity (i) into which Seller shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the Seller may is the surviving entity and shall be merged capable of fulfilling its duties contained in this Agreement and the other Basic Documents. Nothing contained herein shall be deemed to release Seller or consolidated, (ii) which may result Servicer from any obligation. Seller shall provide notice of any merger, conversion consolidation or consolidation succession pursuant to which this Section to the Trustee, the Noteholder and each Rating Agency. Notwithstanding the foregoing, Seller shall be not merge or consolidate with any other Person or permit any other Person to become a party, or (iii) which may succeed to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement. The Seller may not enter into any mergerSeller's business, conversion, sale of all or substantially all of its assets or consolidation transactions unless (v) the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder; (w) the Seller provides the Rating Agency with notice of such foregoing event and the name of such surviving entity and delivers to the Trustee a letter from the Rating Agency that such merger, conversion or consolidation will not result in a reduction of the ratings for the Notes; (x) immediately before and after giving effect to any such transaction, no representation or warranty. warranty made pursuant to Section 3.02 or 6.01 8.1 shall have been breached (for purposes hereof, such representations and warranties in Section 6.01 shall speak be deemed made as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing; , (y) the Seller shall have delivered to the Trustee Trustee, the Rating Agency and the Noteholder an Officer's Certificate and an opinion Opinion of Counsel each stating-stating that such consolidation, merger, merger or succession and such agreement or assumption complies comply with this Section 6.02 and that all conditions precedent, if any, provided for in this Agreement and the agreement other Basic Documents relating to such transaction have been complied with; , and (z) the Seller shall have delivered to the Trustee Trustee, the Rating Agency and the Noteholder an Opinion of Counsel, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trustee Purchaser and the Trustee, respectively, in the Trust Receivables and the Other Conveyed Property as required herein, and reciting the details of such filings, the filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of Seller. Any entity (i) into which Seller shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the Seller may is the surviving entity and shall be merged capable of fulfilling its duties contained in this Agreement and the other Basic Documents. Nothing contained herein shall be deemed to release Seller or consolidated, (ii) which may result Servicer from any obligation. Seller shall provide notice of any merger, conversion consolidation or consolidation succession pursuant to which this Section to the Trustee, the Noteholder and each Rating Agency. Notwithstanding the foregoing, Seller shall be not merge or consolidate with any other Person or permit any other Person to become a party, or (iii) which may succeed to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement. The Seller may not enter into any mergerSeller’s business, conversion, sale of all or substantially all of its assets or consolidation transactions unless (v) the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder; (w) the Seller provides the Rating Agency with notice of such foregoing event and the name of such surviving entity and delivers to the Trustee a letter from the Rating Agency that such merger, conversion or consolidation will not result in a reduction of the ratings for the Notes; (x) immediately before and after giving effect to any such transaction, no representation or warranty. warranty made pursuant to Section 3.02 or 6.01 8.1 shall have been breached (for purposes hereof, such representations and warranties in Section 6.01 shall speak be deemed made as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing; , (y) the Seller shall have delivered to the Trustee Trustee, the Rating Agency and the Noteholder an Officer's ’s Certificate and an opinion Opinion of Counsel each stating-stating that such consolidation, merger, merger or succession and such agreement or assumption complies comply with this Section 6.02 and that all conditions precedent, if any, provided for in this Agreement and the agreement other Basic Documents relating to such transaction have been complied with; , and (z) the Seller shall have delivered to the Trustee Trustee, the Rating Agency and the Noteholder an Opinion of Counsel, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trustee Purchaser and the Trustee, respectively, in the Trust Receivables and the Other Conveyed Property as required herein, and reciting the details of such filings, the filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of Seller. Any entity (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party, or (iii) which may succeed to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement. The Seller may not enter into any merger, conversion, sale of all or substantially all of its assets or consolidation transactions unless (v) the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder; (w) the Seller provides the Rating Agency with notice of such foregoing event and the name of such surviving entity and delivers to the Trustee a letter from the Rating Agency that such merger, conversion or consolidation will not result in a reduction of the ratings for the Notes; (x) immediately before and after giving effect to any such transaction, no representation or warranty. warranty made pursuant to Section 3.02 or 6.01 shall have been breached (for purposes hereof, such representations and warranties in Section 6.01 shall speak as of the date of consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing; (y) the Seller shall have delivered to the Trustee an Officer's Certificate and an opinion Opinion of Counsel each stating-stating that such consolidation, merger, or succession and such agreement or assumption complies with this Section 6.02 and that all conditions precedent, if any, provided for in the agreement relating to such transaction have been complied with; and (z) the Seller shall have delivered to the Trustee an Opinion of Counsel, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Trust Property as required herein, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.