Merger or Consolidation of, or Assumption of the Obligations of, the Transferor Sample Clauses

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Servicer, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and (y) the Transferor has delivered to the Trustee an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered ...
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Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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: (i) the corporation formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be organized and existing under the laws of the United States of America or any state or the District of Columbia, and, if the Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered
Sample 1
Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. Any corporation or other entity (i) into which the Transferor may be merged or consolidated, (ii) which may result from any merger, conversion, or consolidation to which the Transferor shall be a party, or (iii) which may succeed to all or substantially all of the business of the Transferor, which corporation or other entity shall be bound to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Transfer Agreement. The Transferor shall give prompt written notice of any merger or consolidation to the Issuer, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, the Indenture Trustee, the Administrator and the Master Servicer.
Sample 1
Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. SECTION 10.1 Merger or Consolidation of, or Assumption of the Obligations of the Transferor. Any corporation or other entity (i) into which the Transferor may be merged or consolidated, (ii) which may result from any merger, conversion, or consolidation to which the Transferor shall be a party, or (iii) which may succeed to all or substantially all of the business of the Transferor, which corporation or other entity shall be bound to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Transfer Agreement. The Transferor shall give prompt written notice of any merger or consolidation to the Issuer, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, the Indenture Trustee, the Administrator and the Master Servicer.
Sample 1
Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. The Transferor shall not consolidate with or merge into any other corporation or entity or convey or transfer substantially all of its assets as an entirety or its ownership interest in the MLB Trust or the Club Trust to any Person, unless: (a) the corporation or entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor or substantially as an entirety (or the ownership interest in the MLB Trust or the Club Trust) shall be duly organized and validly existing under the laws of the jurisdiction of its organization and, if the Transferor is not the surviving entity, such corporation or entity, or such Person which so acquires such properties and assets shall expressly assume all obligations under this Agreement, by an agreement supplemental hereto, in form satisfactory to the Transferee and the Administrative Agent, executed and delivered to the Transferee and the Administrative Agent; and (b) the Transferor has delivered to the Transferee and the Administrative Agent an officers' certificate and an opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 5.07 and that all conditions precedent herein provided for relating to such transaction have been complied with and as to such other matters as the Administrative Agent shall reasonably request.
Sample 1

Related to Merger or Consolidation of, or Assumption of the Obligations of, the Transferor

  • Merger or Consolidation of, or Assumption of the Obligations of the Servicer GM Financial 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 GM Financial’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, or (d) succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release GM Financial from any obligation. GM Financial shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

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