Common use of Universal succession Clause in Contracts

Universal succession. If a Lender is to be merged with any other person by universal succession, that Lender shall, at its own cost, within 30 days of that merger furnish to the Agent: (A) a copy of a legal opinion issued by a qualified legal counsel practising law in its jurisdiction of incorporation confirming that all that Lender's assets, rights and obligations generally have been duly vested in the succeeding entity who has succeeded to all relationships as if those assets, rights and obligations had been originally acquired, incurred or entered into by the succeeding entity; and (B) a written confirmation by the Agent's legal counsel that the laws of the jurisdiction in which the Facility Office is located recognise such merger by universal succession under the relevant foreign laws, whereupon a transfer and novation of all that Lender's assets, rights and obligations to its succeeding entity shall have been, or be deemed to have been, duly effected as at the date of the said merger. If that Lender, in a universal succession, does not comply with the requirements under this clause 21.11, the Agent has the right to decline to recognise the succeeding entity and demand that Lender and the succeeding entity to sign and deliver a Transfer Certificate to the Agent evidencing the disposal of all rights and obligations of that Lender to that succeeding entity.