Common use of Merger, Acquisitions, Sales, etc Clause in Contracts

Merger, Acquisitions, Sales, etc. Such Originator will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer (in one transaction or in a series of transactions) all or substantially all of its assets to any other Person; provided, that (x) any Person may consolidate or merge with or into such Originator in a transaction in which such Originator is the surviving Person, and (y) if at the time thereof and immediately after giving effect thereto no Termination Event or Unmatured Termination Event shall have occurred and be continuing, any Person may consolidate or merge with or into such Originator, and such Originator may consolidate or merge with or into any Person, as long as (A) the surviving entity, if other than such Originator, assumes each of the obligations of such Originator under this Agreement and the other Transaction Documents pursuant to an agreement executed and delivered to the Administrator (as the Company’s assignee) in a form reasonably satisfactory to the Administrator (as the Company’s assignee) and (B) if the surviving entity is not such Originator, the Performance Guarantor expressly ratifies in writing all of its obligations under the Receivables Purchase Agreement (including the Performance Guaranty), after giving effect to such consolidation or merger.

Merger, Acquisitions, Sales, etc. Such Originator Seller Party will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer (in one transaction or in a series of transactions) all or substantially all of its assets to any other Person; provided, that (x) any Person may consolidate or merge with or into such Originator Seller Party in a transaction in which such Originator Seller Party is the surviving Person, and (y) if at the time thereof and immediately after giving effect thereto no Termination Event of Default or Unmatured Termination Potential Event of Default shall have occurred and be continuing, any Person may consolidate or merge with or into such OriginatorSeller Party, and such Originator Seller Party may consolidate or merge with or into any Person, as long as (A) the surviving entity, if other than such OriginatorSeller Party, assumes each of the obligations of such Originator Seller Party under this Framework Agreement and the other Transaction Documents Agreement pursuant to an agreement executed and delivered to the Administrator (as the Company’s assignee) Buyer in a form reasonably satisfactory to the Administrator (as the Company’s assignee) Buyer and (B) if the surviving entity is not such OriginatorSeller Party, the Performance Guarantor expressly ratifies in writing all of its obligations under the Receivables Purchase Agreement (including the Performance Guaranty), after giving effect to such consolidation or merger.