Common use of MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF Clause in Contracts

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 copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. the TransferorChase USA. (a) The Transferor Chase USA shall not dissolve, liquidate, consolidate with or merge into any other corporation Person or entity convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person unless: (i) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor Chase USA is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor Chase USA substantially as an entirety shall be, if the Transferor Chase USA 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 state thereof 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 is 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 Chase USA 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 TrusteeChase Card Funding, the performance of every covenant and obligation of Chase USA hereunder and shall benefit from all the Transferor rights granted to Chase USA 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;and (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 copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered extent that any right, covenant or obligation of Chase USA hereunder is inapplicable to the Trusteesuccessor entity, each Rating Agency and any Series Enhancer entitled thereto pursuant such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the relevant Supplement a Tax Opinionextent practicable, dated the date of to such consolidation, merger, conveyance or transfer, with respect theretosuccessor entity. (b) The rights, obligations or any part thereof of the Transferor Chase USA hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor Chase USA hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of subsection 4.02(a)(i) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers with, into or to other entities (x) which Chase USA and the foregoing paragraph Servicer determine will not result in an Adverse Effect, (y) which meet the requirements of subsection 4.02(a)(ii) and (z) for which such purchaser, transferee, pledgee or Section 7.05entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Chase Card Funding, the performance of every covenant and obligation of Chase USA thereby conveyed. (c) Chase USA shall provide written notice to any Note Rating Agency prior to the consummation of a dissolution, liquidation, consolidation, merger, conveyance, transfer or sale of its properties in accordance with the provisions of subsection 4.02(a).

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. the TransferorJPMCB. (a) The Transferor JPMCB shall not dissolve, liquidate, consolidate with or merge into any other corporation Person or entity convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person unless: (i) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor JPMCB is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor JPMCB substantially as an entirety shall be, if the Transferor JPMCB 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 state thereof 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 is 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 JPMCB 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 TrusteeChase Card Funding, the performance of every covenant and obligation of JPMCB hereunder and shall benefit from all the Transferor rights granted to JPMCB 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;and (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 copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered extent that any right, covenant or obligation of JPMCB hereunder is inapplicable to the Trusteesuccessor entity, each Rating Agency and any Series Enhancer entitled thereto pursuant such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the relevant Supplement a Tax Opinionextent practicable, dated the date of to such consolidation, merger, conveyance or transfer, with respect theretosuccessor entity. (b) The rights, obligations or any part thereof of the Transferor JPMCB hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor JPMCB hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of subsection 4.02(a)(i) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers with, into or to other entities (x) which JPMCB and the foregoing paragraph Servicer determine will not result in an Adverse Effect under and within the meaning of the Indenture, (y) which meet the requirements of subsection 4.02(a)(ii) and (z) for which such purchaser, transferee, pledgee or Section 7.05entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Chase Card Funding, the performance of every covenant and obligation of JPMCB thereby conveyed. (c) JPMCB shall provide written notice to any Note Rating Agency prior to the consummation of a dissolution, liquidation, consolidation, merger, conveyance, transfer or sale of its properties in accordance with the provisions of subsection 4.02(a).

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. the Transferor. (a) The Transferor shall not dissolve, liquidate, consolidate with or merge into any other corporation Person or entity convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person unless: (i) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale 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 state thereof 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 is 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 Owner Trustee, the Indenture Trustee and the ServicerCollateral Agent, in form reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, the performance of every covenant and obligation of the Transferor hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder, including its obligations under Section 7.04; and (y) the Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Collateral Agent (with a copy to each Note Rating Agency) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale 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 bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or 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 copies of each such written notice to the Servicer and extent that any right, covenant or obligation of the TrusteeTransferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity; and (iii) the Transferor shall have delivered to given the Trustee, each Note Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date Agencies notice of such consolidation, merger, conveyance merger or transfer, with respect theretotransfer of assets. (b) The obligations Except as permitted by subsection 2.08(c), the obligations, rights or any part thereof of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 7.05transfers with, into or to other entities (1) which the Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the Collateral Agent in writing in form satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, the performance of every covenant and obligation of the Transferor thereby conveyed.