Common use of Change in Structure Clause in Contracts

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; and (iii) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 20 contracts

Samples: Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp)

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Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; and (iii) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, LLP delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 5 contracts

Samples: Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp)

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iii) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, LLP delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 4 contracts

Samples: Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp)

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iii) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx LLP, as applicable, Fxxx LLP delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 3 contracts

Samples: Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp), Sale and Contribution Agreement (Credit Acceptance Corp)

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Contributed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iiiiv) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Credit Acceptance Corp)

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Contributed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding and the Majority Noteholders to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iiiiv) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Class A Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx Dxxxxx Gxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 1 contract

Samples: Contribution Agreement (Credit Acceptance Corporation)

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Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Contributed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding and the Class A Insurer to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iiiiv) CAC shall have delivered to Funding and Funding, the Indenture Trustee (for the benefit of itself and the Noteholders)Class A Insurer, an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx Dxxxxx Gxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 1 contract

Samples: Contribution Agreement (Credit Acceptance Corporation)

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iiiiv) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx LLP, as applicable, Fxxx LLP delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Credit Acceptance Corp)

Change in Structure. CAC shall not change its jurisdiction of organization or merge or consolidate with and into any other entity or otherwise change its name, corporate structure or its location (within the meaning of the UCC) unless (i) Funding shall have received at least thirty (30) days advance written notice of such change and CAC has taken all action necessary or appropriate to perfect or maintain the perfection of Funding’s interest in the Conveyed Property (including, without limitation, the filing of all financing statements and the taking of such other action as Funding or its assigns may request in connection with such change); (ii) in the event of a merger or consolidation, (x) if CAC is then Servicer, such merger or consolidation satisfies all conditions in Section 7.03 of the Sale and Servicing Agreement and, (y) if CAC is not the surviving entity, the surviving entity shall have executed an agreement of assumption acceptable to Funding to perform every obligation of CAC under this Agreement and the other Basic Documents to which CAC is a party; , and (iiiiv) CAC shall have delivered to Funding and the Indenture Trustee (for the benefit of itself and the Noteholders), an opinion of counsel confirming that the security interest created hereunder remains perfected and of first priority, subject only to such limitations and qualifications as are contained in the opinions of Xxxxxx Xxxxxxx PLLC or Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as applicable, LLP delivered on the Closing Date or are otherwise consented to by the addressees of such opinion.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Credit Acceptance Corp)

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