Maintain Existence; Merger. WFS shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFS is a party. WFS shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS as an entirety, can lawfully perform the obligations of WFS hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS under this Agreement.
Appears in 16 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc), Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc), Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc)
Maintain Existence; Merger. WFS The Company shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFS the Company is a party. WFS The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS the Company has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS the Company as an entirety, can lawfully perform the obligations of WFS the Company hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS the Company under this Agreement.
Appears in 11 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Financial 1996-D Owner Trust), Insurance, Indemnity and Pledge Agreement (WFS Financial 1997-C Owner Trust), Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc)
Maintain Existence; Merger. WFS WFSRC shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFS WFSRC is a party. WFS WFSRC shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS WFSRC has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS WFSRC as an entirety, can lawfully perform the obligations of WFS WFSRC hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS WFSRC under this Agreement.
Appears in 4 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
Maintain Existence; Merger. WFS WII shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain shall at all times continue to be duly organized, duly qualified and preserve duly authorized (as described in Sections 2.04(a) and (b) hereof) and shall conduct its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect accordance with the validity terms of its corporate charter and enforceability of the Contract Documents and the Transaction Agreements to which WFS is a partybylaws. WFS WII shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS WII has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS WII as an entirety, can lawfully perform the obligations of WFS WII hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS WII under this Agreement.
Appears in 4 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc), Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc), Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc)
Maintain Existence; Merger. WFS shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFS is a party. WFS shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS as an entirety, can lawfully perform the obligations of WFS hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS under this Agreement.by
Appears in 2 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp 2)