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

Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any merger or consolidation to which the Depositor is a party or (c) succeeding to the business of the Depositor, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of the Person is owned, directly or indirectly, by Ford Motor Company, will be the successor to the Depositor under this Agreement. Within 15 Business Days after any merger, consolidation or succession, that Person will (i) execute an agreement to assume the Depositor’s obligations under this Agreement (unless the assumption happens by operation of law), (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation or succession and the assumption agreement comply with this Section 5.3, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that the security interest in favor of the Issuer in the Sold Property and the Indenture Trustee in the Collateral is or will be perfected and (iv) notify the Rating Agencies of the merger, consolidation or succession.

Appears in 38 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2022-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2022-A), Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

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Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any merger or consolidation to which the Depositor is a party or (c) succeeding to the business of the Depositor, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of the Person is owned, directly or indirectly, by Ford Motor Company, will be the successor to the Depositor under this Agreement. Within 15 Business Days after any merger, consolidation or succession, that Person will (i) execute an agreement to assume the Depositor’s 's obligations under this Agreement (unless the assumption happens by operation of law), (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that the merger, consolidation or succession and the assumption agreement comply with this Section 5.3, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that the security interest in favor of the Issuer in the Sold Property and the Indenture Trustee in the Collateral is or will be perfected and (iv) notify the Rating Agencies of the merger, consolidation or succession.

Appears in 19 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2024-C), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2024-C)

Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any a merger or consolidation to which the Depositor is a party or party, (c) succeeding to the Depositor’s business or (d) that is an Affiliate of the Depositor, if more than 50% of Depositor to whom the voting stock or voting power and 50% or more of the economic equity of the Person is owned, directly or indirectly, by Ford Motor CompanyDepositor has assigned this Agreement, will be the successor to the Depositor under this Agreement. Within 15 fifteen (15) Business Days after any the merger, consolidation consolidation, succession or successionassignment, that such Person will (i) execute an agreement to assume the Depositor’s obligations under this Agreement and each Transaction Document to which the Depositor 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 consolidation, succession or succession assignment and the assumption agreement comply with this Section 5.3, (iii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that the security interest in favor of the Issuer in the Sold Depositor Transferred Property and the Indenture Trustee in the Collateral is or will be perfected and (iv) notify the Rating Agencies of the merger, consolidation consolidation, succession or successionassignment.

Appears in 14 contracts

Samples: Omnibus Amendment (Verizon Owner Trust 2020-C), Transfer and Servicing Agreement (Verizon Owner Trust 2020-B), Omnibus Amendment (Verizon Owner Trust 2020-A)

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Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any a merger or consolidation to which the Depositor is a party or party, (c) succeeding to the Depositor’s business or (d) that is an Affiliate of the Depositor, if more than 50% of Depositor to whom the voting stock or voting power and 50% or more of the economic equity of the Person is owned, directly or indirectly, by Ford Motor CompanyDepositor has assigned this Agreement, will be the successor to the Depositor under this Agreement. Within 15 fifteen (15) Business Days after any the merger, consolidation consolidation, succession or successionassignment, that such Person will (i) execute an agreement to assume the Depositor’s obligations under this Agreement and each Transaction Document to which the Depositor 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 consolidation, succession or succession assignment and the assumption agreement comply with this Section 5.3, (iii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that the security interest in favor of the Issuer in the Sold Depositor Transferred Property and the Indenture Trustee in the Collateral is or will be perfected and (iv) notify the Rating Agencies of the merger, consolidation consolidation, succession or successionassignment.

Appears in 7 contracts

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

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