Common use of No Mergers, Etc Clause in Contracts

No Mergers, Etc. Consolidate with or merge with or into any other Person or convey, transfer or sell all or substantially all of its properties and assets to any Person, unless: (i) (A) the Originator is the surviving entity thereof or, if the Originator is not the surviving entity thereof, (x) the Person formed by such consolidation or into which the Originator is merged or the Person that acquires by conveyance, transfer or sale all or substantially all of the properties and assets of the Originator (any such Person, the “Surviving Entity”) is an entity organized and existing under the laws of the United States of America or any State thereof, (y) such Surviving Entity expressly assumes, by an agreement supplemental hereto in form and substance satisfactory to the Buyer and its assignees, performance of every covenant and obligation of the Originator hereunder and under the other Transaction Documents to which the Originator is a party and (z) such Surviving Entity delivers to the Buyer and its assignees an opinion of counsel that such Surviving Entity is duly organized and validly existing under the laws of its organization, has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the Buyer or its assignees may reasonably request; (ii) all actions necessary to maintain the perfection of the security interests or ownership interests of the Buyer in the Cartus Purchased Assets in connection with such consolidation, merger, conveyance or transfer have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the Buyer and its assignees; (iii) so long as the Originator is the Servicer, no Servicer Default or Unmatured Servicer Default is then occurring or would result from such merger, consolidation, conveyance or transfer; and (iv) any necessary consents of each applicable Series Enhancer have been obtained.

No Mergers, Etc. Consolidate with or merge with or into any other Person or convey, transfer or sell all or substantially all of its properties and assets to any Person, unless: (i) (A) the Originator is the surviving entity thereof or, if the Originator is not the surviving entity thereof, (x) the Person formed by such consolidation or into which the Originator is merged or the Person that acquires by conveyance, transfer or sale all or substantially all of the properties and assets of the Originator (any such Person, the “Surviving Entity”"SURVIVING ENTITY") is an entity organized and existing under the laws of the United States of America or any State thereof, (y) such Surviving Entity expressly assumes, by an agreement supplemental hereto in form and substance satisfactory to the Buyer and its assignees, performance of every covenant and obligation of the Originator hereunder and under the other Transaction Documents to which the Originator is a party and (z) such Surviving Entity delivers to the Buyer and its assignees an opinion of counsel that such Surviving Entity is duly organized and validly existing under the laws of its organization, has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the Buyer or its assignees may reasonably request; (ii) all actions necessary to maintain the perfection of the security interests or ownership interests of the Buyer in the Cartus CMSC Purchased Assets in connection with such consolidation, merger, conveyance or transfer have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the Buyer and its assignees; (iii) so long as the Originator is the Servicer, no Servicer Default or Unmatured Servicer Default is then occurring or would result from such merger, consolidation, conveyance or transfer; and (iv) any necessary consents of each applicable Series Enhancer have been obtained.

No Mergers, Etc. Consolidate with or merge with or into any other Person or convey, transfer or sell all or substantially all of its properties and assets to any Person, unless: (i) (A) the Originator is the surviving entity thereof or, if the Originator is not the surviving entity thereof, (x) the Person formed by such consolidation or into which the Originator is merged or the Person that acquires by conveyance, transfer or sale all or substantially all of the properties and assets of the Originator (any such Person, the “Surviving Entity”) is an entity organized and existing under the laws of the United States of America or any State thereof, (y) such Surviving Entity expressly assumes, by an agreement supplemental hereto in form and substance satisfactory to the Buyer and its assignees, performance of every covenant and obligation of the Originator hereunder and under the other Transaction Documents to which the Originator is a party and (z) such Surviving Entity delivers to the Buyer and its assignees an opinion of counsel that such Surviving Entity is duly organized and validly existing under the laws of its organization, has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the Buyer or its assignees may reasonably request; (ii) all actions necessary to maintain the perfection of the security interests or ownership interests of the Buyer in the Cartus CMSC Purchased Assets in connection with such consolidation, merger, conveyance or transfer have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the Buyer and its assignees; (iii) so long as the Originator is the Servicer, no Servicer Default or Unmatured Servicer Default is then occurring or would result from such merger, consolidation, conveyance or transfer; and (iv) any necessary consents of each applicable Series Enhancer have been obtained.

No Mergers, Etc. Consolidate with The Transferor will not, and will not, except as otherwise permitted pursuant to the Receivables Purchase Agreement or the Parent Support Agreement, permit any of the Sellers or the Parent to, (i) consolidate, merge with or into any other Person Person, or convey(ii) sell, lease or transfer or sell all or substantially all of its properties and assets to any other Person; it being understood and agreed, unless: (i) (A) that no receivables of any such entity with which any such Seller has so merged or consolidated nor any receivables acquired by any Seller from any entity shall, upon the Originator is purchase thereof by the surviving entity thereof orTransferor, if the Originator is not the surviving entity thereof, be deemed to be Receivables hereunder unless and until (x) the Person formed by Agent has approved such receivables; provided, however, that the Agent shall have no right of approval with respect to the inclusion of any such receivables as Receivables hereunder in connection with any such merger, consolidation or into which acquisition if the Originator is merged Outstanding Balance of such Receivable to be so added, when aggregated with the Outstanding Balances of any other Receivables previously or concurrently added hereunder pursuant to this proviso (without the Person that acquires by conveyance, transfer or sale all or substantially all approval of the properties and assets Agent) in connection with all other mergers, consolidations and/or acquisitions within the same twelve month period as the subject merger, consolidation or acquisition, would exceed an amount equal to two percent (2%) of the Originator aggregate Outstanding Balance of all Receivables as determined on the date of (and without giving effect to) (x) the date of the first addition of any such Receivables pursuant to this proviso, and (y) thereafter on the one year anniversary of the most recent such Determination Date (as hereinafter defined) or, if later, the date of (but without giving effect to) the next addition hereto of any such Receivables subject to the terms of this proviso (any such Persondate of determination being the "Determination Date"); it being understood and agreed, that the “Surviving Entity”) is an entity organized and existing under the laws of the United States of America or any State thereof, (y) such Surviving Entity expressly assumes, by an agreement supplemental hereto in form and substance satisfactory to the Buyer and its assignees, performance of every covenant and obligation of the Originator hereunder and under the other Transaction Documents to which the Originator is a party and (z) such Surviving Entity delivers to the Buyer and its assignees an opinion of counsel that such Surviving Entity is duly organized and validly existing under the laws of its organization, has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the Buyer or its assignees may reasonably request; (ii) all actions necessary to maintain the perfection of the security interests or ownership interests of the Buyer in the Cartus Purchased Assets in connection with such consolidation, merger, conveyance or transfer have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the Buyer and its assignees; (iii) so long as the Originator is the Servicer, no Servicer Default or Unmatured Servicer Default is then occurring or would result from such merger, consolidation, conveyance or transfer; and (iv) any necessary consents of each applicable Series Enhancer have been obtained.initial addition

No Mergers, Etc. Consolidate The Transferor will not consolidate with or --------------- merge with or into any other Person or convey, transfer or sell all or substantially all of its properties and assets to any Person except as otherwise provided in Section 2.21. The Seller will not consolidate with or merge with or ------------ into any other Person or convey, transfer or sell all or substantially all of its properties and assets to any Person, unless: (i) (A) the Originator Seller is the surviving entity thereof or, if the Originator Seller is not the surviving entity thereof, (x) the Person formed by such consolidation or into which the Originator Seller is merged or the Person entity that acquires by conveyance, transfer or sale all or substantially all of the properties and assets of the Originator Seller (any such Person, the “"Surviving Entity”") is an entity organized and existing under the laws ---------------- of the United States of America or any State state thereof, (y) such Surviving Entity expressly assumes, by an agreement supplemental hereto in form and substance satisfactory to the Buyer Issuer and its assignees, performance of every covenant and obligation of the Originator Seller hereunder and under the other Transaction Documents to which the Originator Seller is a party and (z) such Surviving Entity delivers to the Buyer Issuer and its assignees an opinion of counsel that such Surviving Entity is duly organized and validly existing under the laws of its organization, has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the Buyer Issuer or its assignees may reasonably request; (ii) all actions necessary to maintain the perfection of the security interests or ownership interests of the Buyer Issuer in the Cartus Purchased Assets in connection with such consolidation, merger, conveyance or transfer have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the Buyer Issuer and its assignees; (iii) so long as the Originator Seller is the th Servicer, no Servicer Default or Unmatured Purchase Termination Event or event which with the passage of time or the giving of notice or both would become a Servicer Default or a Purchase Termination Event is then occurring or would result from such merger, consolidation, conveyance or transfer; (iv) if such Surviving Entity is the Originator, counsel for the Seller shall issue an opinion reasonably satisfactory to the Issuer and its assignees reaffirming the opinions as to non-consolidation and the status of the Purchase as a "true sale" by the Seller to the Issuer of the Receivables issued in connection with the original issuance of Notes under the Indenture; and (ivv) each Rating Agency then rating any necessary consents outstanding Series of each applicable Notes has delivered to the Issuer and the Seller written confirmation that such consolidation, merger, conveyance, transfer or sale will not result in a downgrade or withdrawal of such Rating Agency's then current rating of any Series Enhancer have been obtainedof Notes.