MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of the Guarantor, Xxxxx or the Transferor.
(a) The Transferor shall not consolidate or merge with any other Person.
(b) Any Person (i) into which the Guarantor or Xxxxx may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business of the Guarantor or Xxxxx, as applicable, which Person shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent.
(c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
(i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder;
(ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and
(iii) Xxxxx has delivered to the Administrative Agent and each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer complies with this Section 3.10 and that a...
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, the Servicer or Backup Servicer. -----------------------------------
(a) The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer, shall be acceptable to the Agent and the Required Lenders and shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and the other Transaction Documents and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement and the other Transaction Documents without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release -------- ------- the Servicer from any obligation hereunder. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section ------- 12.2
(a) to the Agent, each Rating Agency, the Collateral Agent, and the -------
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, the Servicer or the Company. ------------------------------- Any entity into which the Servicer or Company may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer or the Company shall be a party, or any corporation succeeding to the business of the Servicer or the Company, shall be the successor of the Servicer or the Company, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor Servicer shall satisfy all the requirements of Section 7.02 with respect to the qualifications of a successor Servicer.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of the Guarantor, Xxxxx or the Transferor (a) The Transferor shall not consolidate or merge with any other Person.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF THE ADMINISTRATOR.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF, GMAC................................................. 19 -------- SECTION 5.02.GMAC INDEMNIFICATION OF THE PURCHASER.................... 19 ------------------------------------- SECTION
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, Servicer.
(a) Servicer may assign all (but not less than all) of its rights ------------ and obligations pursuant to this Servicing Agreement to any Affiliate of UDC so long as (1) such Affiliate upon assignment has executed an agreement of assumption to perform every obligation of the Servicer hereunder, and (2) immediately after giving effect to such transaction, no Event of Default (as defined in Section 5.01), and no event which, after notice or lapse of time, or ------------ both, would become an Event of Default as to Servicer or UDC, shall have happened and be continuing. Such assignment shall not affect UDC's liability to Client or Agent for any liability of Servicer. In addition, Servicer may assign all (but not less than all) of its rights and obligations pursuant to this Servicing Agreement to any Spin-Off of UDC at the time of assignment so long as such Spin-Off
(1) upon assignment has executed an agreement of assumption to perform every obligation of the Servicer hereunder, and (2) has a tangible net worth of not less than $20,000,000 at the time it becomes the Servicer, and agrees in writing not to have less than one (1) full-time collector for every 350 Receivables being serviced under this Servicing Agreement at all future times when it has obligations pursuant to this Servicing Agreement, and provided, that immediately after giving effect to such transaction, no Event of Default (as defined in Section 5.01), and no ------------ event which, after notice or lapse of time, or both, would become an Event of Default as to Servicer or UDC shall have happened and be continuing. Upon such assignment, UDC shall no longer be liable to Client or Agent for any liability of Servicer arising after the effective date of such assignment, but UDC shall remain liable to Client and Agent for any liability of UDC or Servicer arising on or prior to such date.
(b) Any Person (i) into which the Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Servicer shall be a party, or (iii) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person, if not an Affiliate of UDC, has, at the time of such merger or consolidation, (x) a tangible net worth of not less than $20,000,000, and (y) not less than one (1) full-time collector for every 350 Receivables being serviced under this Servicing Agreement, shall be the successor to the Servicer or under this Servicing Agreeme...
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, the Servicer. The Servicer shall not consolidate with or merge into any ---------------- other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
(1) the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or a banking association organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder;
(2) The Servicer has delivered notice of such consolidation, merger, conveyance or transfer to each of the Rating Agencies; and
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF THE SELLER OR THE SERVICER. Any corporation into which the Seller or the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Servicer shall be a party, or any corporation succeeding to the business of the Seller or the Servicer, shall be the successor of the Seller or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, Servicer. Any Person (a) into which the Servicer may be merged or ------------ consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving -------- ------- effect to such transaction, no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Note Issuer, the Note Trustee and Xxxxx'x an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption complies with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iii) the Servicer shall have delivered to the Note Issuer, the Note Trustee and Xxxxx'x an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings to be made by the Servicer, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary to preserve and protect fully the interests of the Note Issuer in the Transition Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii) and (iii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.
