Common use of Merger or Consolidation of the Originator Clause in Contracts

Merger or Consolidation of the Originator. So long as the Notes remain outstanding, the Originator will keep in full force and effect its existence, rights and franchise as a corporation under the laws of its jurisdiction of incorporation and will preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of any of the Leases or to permit performance of the Originator's duties under this Assignment and Servicing Agreement. So long as the Notes remain outstanding, the Originator shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof and (ii) the surviving entity, if not the Originator, shall execute and deliver to the Seller, the Issuer, the Servicer, the Trustee and the Insurer (so long as the Policy is outstanding), in form and substance satisfactory to each of them, (a) an instrument expressly assuming all of the obligations of the Originator hereunder and (b) an Opinion of Counsel to the effect that such Person is a corporation of the type described in the preceding clause (i) and has effectively assumed the obligations of the Originator hereunder.

Appears in 5 contracts

Samples: Assignment and Servicing Agreement (Ikon Receivables LLC), Assignment and Servicing Agreement (Ikon Receivables LLC), Assignment and Servicing Agreement (Ikon Receivables LLC)

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Merger or Consolidation of the Originator. So Except in the event of merger or consolidation as permitted by this Section 8.01, so long as the Notes remain outstandingIndenture remains in effect, the Originator will keep in full force and effect its existence, rights and franchise as a corporation limited liability company under the laws of its jurisdiction of incorporation organization and will preserve its qualification to do business as a foreign corporation limited liability company in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of any of the Leases or to permit performance of the Originator's duties under this Assignment and Servicing Agreement. So long as the Notes remain outstandingIndenture remains in effect, the Originator shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof and (ii) the surviving entity, if not the Originator, shall execute and deliver to the Seller, the Issuer, the Servicer, the Trustee and the Insurer (so long as the Policy is outstanding), in form and substance satisfactory to each of them, (a) an instrument expressly assuming all of the obligations of the Originator hereunder and (b) an Opinion of Counsel to the effect that such Person is a corporation of the type described in the preceding clause (i) and has effectively assumed the obligations of the Originator hereunder.

Appears in 1 contract

Samples: Assignment and Servicing Agreement (Ikon Receivables Funding LLC)

Merger or Consolidation of the Originator. So Except in the event of merger or consolidation as permitted by this Section 8.01, so long as the Notes remain outstanding, the Originator will keep in full force and effect its existence, rights and franchise as a corporation under the laws of its jurisdiction of incorporation and will preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of any of the Leases or to permit performance of the Originator's duties under this Assignment and Servicing Agreement. So long as the Notes remain outstanding, the Originator shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof and (ii) the surviving entity, if not the Originator, shall execute and deliver to the Seller, the Issuer, the Servicer, the Trustee and the Insurer (so long as the Policy is outstanding), in form and substance satisfactory to each of them, (a) an instrument expressly assuming all of the obligations of the Originator hereunder and (b) an Opinion of Counsel to the effect that such Person is a corporation of the type described in the preceding clause (i) and has effectively assumed the obligations of the Originator hereunder.

Appears in 1 contract

Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)

Merger or Consolidation of the Originator. So Except in the event of merger or consolidation as permitted by this Section 8.01, so long as the Notes remain outstanding, the Originator will keep in full force and effect its existence, rights and franchise as a corporation limited liability company under the laws of its jurisdiction of incorporation organization and will preserve its qualification to do business as a foreign corporation limited liability company in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of any of the Leases or to permit performance of the Originator's duties under this Assignment and Servicing Agreement. So long as the Notes remain outstanding, the Originator shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof and (ii) the surviving entity, if not the Originator, shall execute and deliver to the Seller, the Issuer, the Servicer, the Trustee and the Insurer (so long as the Policy is outstanding), in form and substance satisfactory to each of them, (a) an instrument expressly assuming all of the obligations of the Originator hereunder and (b) an Opinion of Counsel to the effect that such Person is a corporation of the type described in the preceding clause (i) and has effectively assumed the obligations of the Originator hereunder.

Appears in 1 contract

Samples: Assignment and Servicing Agreement (Ikon Receivables Funding LLC)

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Merger or Consolidation of the Originator. So long as the Notes remain outstanding, the Originator will keep in full force and effect its existence, rights and franchise as a corporation under the laws of its jurisdiction of incorporation and will preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of any of the Leases or to permit performance of the Originator's duties under this Assignment and Servicing Agreement. So long as the Notes remain outstanding, the Originator shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof and (ii) the surviving entity, if not the Originator, shall execute and deliver to the Seller, the Issuer, the Servicer, the Trustee [and the Insurer (so long as the Policy is outstanding)], in form and substance satisfactory to each of them, (a) an instrument expressly assuming all of the obligations of the Originator hereunder and (b) an Opinion of Counsel to the effect that such Person is a corporation of the type described in the preceding clause (i) and has effectively assumed the obligations of the Originator hereunder.

Appears in 1 contract

Samples: Assignment and Servicing Agreement (Ikon Receivables Funding LLC)

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