Common use of Obligations of the Seller Clause in Contracts

Obligations of the Seller. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Obligations of the Seller. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Obligations of the Seller. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Obligations of the Seller. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Obligations of the Seller. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Obligations of the Seller. Any Person (a) into which SLM ECFC may be merged The Seller undertakes to the Purchaser to procure the performance and observance of those matters listed in Schedule 4, and in all other provisions of this Agreement requiring the performance or consolidated, observance of any matter by the Seller after Completion. *** Confidential Treatment Requested *** (b) which may result from any merger The Seller undertakes to the Purchaser to procure that it shall at the cost of the Seller: (i) in accordance with the Programme Transfer Plan, submit the required filings, form or consolidation application required to which SLM ECFC shall be a party or submitted by it to transfer the Product Registrations to the Purchaser; and (ii) take such actions as are reasonably necessary to ensure that the Product Registrations are transferred to the Purchaser in accordance with the Programme Transfer Plan. (c) which may succeed Following the Completion Date and for a period of [***] thereafter, the Seller shall use Commercially Reasonable Efforts (as defined in this clause 5.1(c) below) to provide to the properties Purchaser, upon the Purchaser’s request and assets of SLM ECFC substantially as a whole, shall be solely in connection with the successor to SLM ECFC without the execution or Purchaser’s filing of an IPO in the USA, the Requested Information (without any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (iliability therefor) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption extent required to comply with this Section applicable U.S. securities law; provided that the Purchaser acknowledges that the Seller is not required to provide to the Purchaser any specific Requested Information as, until such Requested Information is actually requested, the Seller cannot confirm whether such Requested Information exists, or exists in the form or manner in which it may (or may not) ultimately be requested from the applicable Regulatory Authorities. The Purchaser agrees to consult with the Seller in advance of filing for an IPO and that all conditions precedent, if any, provided for to reasonably agree upon language in these Master Terms relating to such transaction have been complied withany filings and correspondence between the Purchaser and the regulatory authorities regarding the Requested Information, and that will reasonably incorporate Seller’s comments regarding any discussions or correspondence with the Rating Agency Condition shall have been satisfied applicable regulatory authorities with respect to such transaction; the Requested Information. For the purposes of this clause 5.1(c) “Commercially Reasonable Efforts” shall mean the provision by the Seller [***]. The Seller shall provide the aforementioned [***] of time within a reasonable period of time following the request from the Purchaser. In the event that the agreed-upon Requested Information cannot be compiled within the aforementioned [***], the Seller and (iv) if SLM ECFC is not the surviving entity, SLM ECFC Purchaser shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating thatdiscuss, in good faith, the opinion steps necessary for the provision of such counselthe Requested Information, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.[***]

Obligations of the Seller. Any Person 3.1 The Seller hereby agrees to deliver, to install and to start-up the Turnkey System at the Hotel's premises, at the location specified in Exhibit A hereto, including the complete and final installation of the Turnkey System in the Hotel, inclusive of all necessary hardware, software, applications, appliances and all other items as applicable, (aexcluding Training) into which SLM ECFC in accordance with the agreed specifications, such that the Turnkey System is in full working order upon completion of said installation, and further including the full and complete installation of the System on HOMI' and/or the Hotel's computers at the Hotel, such that HOMI shall be in a position to commence the provision of full Outsourcing Services at the Hotel forthwith upon completion of the installation, without any interference being caused to Television, MATV, PayTV and/or any other systems in the Hotel (the "Installation"). 3.2 The Seller hereby agrees to perform an on-site test to verify that the Turnkey System can perform its functions, in compliance with the technical specifications defined in Exhibit A attached hereto, and in order to verify that the Installation has been completed. The Seller shall be under no obligation whatsoever with regard to the length of the performance of such test, and for such reason, no penalty may be merged claimed from the Seller in such connection. The Seller will deliver to HOMI a written notice of completion of the Installation, forthwith upon the Seller being satisfied of such completion ("Notice of Completion"). 3.3 The Seller acknowledges and is aware that, following delivery to HOMI of the Notice of Completion, HOMI will enable the Hotel to check the Installation for full functionality and suitability. Within 10 days of receiving the Notice of Completion, HOMI will deliver to the Seller, in writing, details of any defects or consolidatednon-conformity in the Installation and the Seller will remedy any such defect or non-conformity within 10 days of receiving any such notice and will deliver a further Notice of Completion, (b) which may result from any merger or consolidation to which SLM ECFC whereupon the provisions of this Section 3.3 shall be re-applied, mutatis mutandis, until such time as the Installation is accepted as being free of defects or non-conformity, at which time a party or person designated by the Purchaser (cthe "Representative") which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any must accept delivery of the parties to these Master Terms; providedInstallation, however, that SLM ECFC hereby covenants that it will not consummate any by signing a certificate of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating thatacceptance, in the opinion form of such counselthe model attached hereto in Exhibit B, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectivelyInstallation will be deemed completed. 3.4 Failing any response from the Purchaser, in accordance with the Purchased Loans and reciting procedure specified above in Article 3.3, within a period of 30 days after delivery of the details Notice of such filingsCompletion, or (B) stating thatthe Purchaser shall be deemed to have accepted its delivery without any reservations, even in the opinion absence of such counsel, no such action shall be necessary to preserve and protect such interestsany certificate signed by the parties.

Obligations of the Seller. Any Person (In connection with the registration of the Registrable Securities, the Seller shall have the following obligations: a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC It shall be a party or (c) which may succeed condition precedent to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any obligations of the parties Company to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of complete the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made registration pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied Agreement with respect to such transaction; and (iv) if SLM ECFC is not the surviving entityRegistrable Securities of Seller, SLM ECFC that Seller shall have delivered furnish to the Interim Eligible Lender Trustee an Opinion Company such information regarding itself, the Registrable Securities held by it and the intended method of Counsel either (Adisposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b) stating Seller, by Seller's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder. c) Seller agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f), Seller will immediately discontinue disposition of Registrable Securities pursuant to the opinion Registration Statement covering such Registrable Securities until Seller's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(e) or 3(f) and, if so directed by the Company, Seller shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsnotice.

Obligations of the Seller. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.