Common use of Mergers, Acquisitions, Sales, etc Clause in Contracts

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Purchaser have each (A) received at least thirty (30) days’ prior notice thereof, (B) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) Be a party to (or permit any Originator to be a party to to) any merger, consolidation or other restructuring, except (A) a Permitted Merger or (B) any other merger, consolidation or other restructuring where the Buyer, Company and the Administrative Agent and each Purchaser Administrator have each (A1) received at least thirty (30) days10 Business Days’ prior notice thereof, (B2) consented in writing thereto, (3) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Company or the Administrative Agent Administrator shall reasonably request and (C4) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the PurchasersSecured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Company or the Administrative Agent Administrator shall have been taken by, and at the expense of, such Originator of the Transferor (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreementin accordance with the Transaction Documents).

Mergers, Acquisitions, Sales, etc. No Such Originator shall not (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where both (I) the Buyer, the Administrative Agent and each Purchaser Lender have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the PurchasersLenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) and (II) at the time thereof, no Purchase and Sale Termination Event or Event of Default has occurred and is continuing or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be Be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, Buyer and the Administrative Agent and each Purchaser Administrator have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) consented in writing thereto if the resulting entity following such merger, consolidation or other restructuring is any Person other than an Originator, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent Administrator shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent Administrator shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be Be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, the Administrative Agent Administrator and each Purchaser Agent have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) consented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Buyer, the Administrator or the Administrative any Purchaser Agent shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Buyer, the Administrator or the Administrative any Purchaser Agent shall have been taken by, and at the expense of, of such Originator Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets (other than Receivables or interests therein which shall be governed by clause (B) below) or (B) any Receivables or any interest therein (other than pursuant to this Agreement)) unless such Receivables are created after the Purchase and Sale Termination Date and are not financed under the Transaction Documents.

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, the Administrative Agent Administrator and each Purchaser Purchase Agent have each (A) received at least thirty (30) 30 days’ ' prior notice thereof, (B) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent Administrator shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent Administrator shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, the Administrative Agent Administrator and each Purchaser Purchase Agent have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent Administrator shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent Administrator shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be Be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the BuyerCompany, the Administrative Agent Administrator and each Purchaser Agent have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) consented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Company, the Administrator or the Administrative any Purchaser Agent shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Company, the Administrator or the Administrative any Purchaser Agent shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets (other than Receivables or interests therein which shall be governed by clause (B) below) or (B) any Receivables or any interest therein (other than pursuant to this Agreement)) unless such Receivables are created after the Purchase and Sale Termination Date and are not financed under the Transaction Documents.

Mergers, Acquisitions, Sales, etc. No The Originator shall not (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, Buyer and the Administrative Agent and each Purchaser have each (A) received at least thirty (30) 30 days’ prior notice thereofof the closing of the transaction, (B) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) been satisfied that all other action actions to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the PurchasersLenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such the Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be Be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the BuyerCompany, the Administrative Agent Administrator and each Purchaser Agent have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) consented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Company, the Administrator or the Administrative any Purchaser Agent shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Company, the Administrator or the Administrative any Purchaser Agent shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets (other than Receivables or interests therein which shall be governed by clause (B) below) or (B) any Receivables or any interest therein (other than pursuant to this Agreement)) unless such Receivables are created or acquired after the Purchase and Sale Termination Date and are not financed under the Transaction Documents.

Mergers, Acquisitions, Sales, etc. No Such Sub-Originator shall not (i) be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the Buyer, Buyer and the Administrative Agent and each Purchaser have each (A) received at least thirty (30) 30 days’ prior notice thereofof the closing of the transaction, (B) received executed copies of all documents, certificates and opinions (including, without limitation, including opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) been satisfied that all other action actions to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the PurchasersLenders, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Sub-Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

Mergers, Acquisitions, Sales, etc. No Originator shall (i) be Be a party to any merger, consolidation or other restructuring, except a merger, consolidation or other restructuring where the BuyerCompany, the Administrative Agent Administrator and each Purchaser Agent have each (A) received at least thirty (30) 30 days’ prior notice thereof, (B) consented in writing thereto, (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer Company, the Administrator or the Administrative any Purchaser Agent shall reasonably request and (CD) been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative AgentAdministrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Company, the Administrator or the Administrative any Purchaser Agent shall have been taken by, and at the expense of, of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement).