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

Merger, Consolidation, Succession or Assignment. Any Person (a) into which an Originator is merged or consolidated, (b) resulting from a merger or consolidation to which an Originator is a party, (c) succeeding to an Originator’s business or (d) that is an Affiliate of an Originator to whom such Originator has assigned this Agreement, will be the successor to such Originator under this Agreement. Except in such case where the successor entity is itself an Originator hereunder, within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume such Originator’s obligations under this Agreement and each Transaction Document to which such Originator 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, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.

Appears in 10 contracts

Samples: Originator Receivables Transfer Agreement (Verizon Owner Trust 2020-C), Originator Receivables Transfer Agreement (Verizon Owner Trust 2020-C), Originator Receivables Transfer Agreement (Verizon Owner Trust 2020-B)

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Merger, Consolidation, Succession or Assignment. Any Person (a) into which an Originator the Additional Transferor is merged or consolidated, (b) resulting from a merger or consolidation to which an Originator the Additional Transferor is a party, (c) succeeding to an Originatorthe Additional Transferor’s business or (d) that is an Affiliate of an Originator the Additional Transferor to whom such Originator the Additional Transferor has assigned this Agreement, will be the successor to such Originator the Additional Transferor under this Agreement. Except in such case where the successor entity is itself an Originator hereunder, within Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume such Originatorthe Additional Transferor’s obligations under this Agreement and each other Transaction Document and Series Related Document to which such Originator it is a party (unless the assumption happens by operation of Law), (ii) deliver to the IssuerTrust, the Owner Trustee and the Indenture Trustee Master Collateral Agent an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the any Rating Agencies Agency, if applicable, of the merger, consolidation, succession or assignment.

Appears in 6 contracts

Samples: Additional Transferor Receivables Transfer Agreement (Verizon Master Trust), Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust), Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust)

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Merger, Consolidation, Succession or Assignment. Any Person (a) into which an Originator is merged or consolidated, (b) resulting from a merger or consolidation to which an Originator is a party, (c) succeeding to an Originator’s business or (d) that is an Affiliate of an Originator to whom such Originator has assigned this Agreement, will be the successor to such Originator under this Agreement. Except in such case where the successor entity is itself an Originator hereunder, within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume such Originator’s obligations under this Agreement and each other Transaction Document and Series Related Document to which such Originator is a party (unless the assumption happens by operation of Law), (ii) deliver to the IssuerTrust, the Owner Trustee and the Indenture Trustee Master Collateral Agent an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.4 and (iii) notify the Rating Agencies Agencies, if applicable, of the merger, consolidation, succession or assignment.

Appears in 5 contracts

Samples: Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust), Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust), Originator Receivables Transfer Agreement (Verizon Master Trust)

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