Common use of Limitation on Mergers, Etc Clause in Contracts

Limitation on Mergers, Etc. Except as expressly permitted by the Agreement, Alliance shall not consolidate with or merge with or into any Person or transfer all or substantially all of its assets to any Person (each, a "Transaction") or liquidate or dissolve. Without limiting the foregoing, no Transaction shall be consummated unless Alliance shall delivered to the Insurer (a) an Officer's Certificate reasonably satisfactory to it, stating that such consolidation, conversion, merger, or succession and such agreement of assumption comply with this Section and the other Basic Documents that all conditions precedent, if any, provided for in this Agreement and the other Basic Documents relating to such transaction have been complied with, and (b) an opinion of counsel, reasonably satisfactory to it, stating that, in the opinion of such counsel, (1) the agreement of assumption is the valid and binding obligations of the parties thereto and effective to accomplish the assumption of liabilities contemplated therein, (2) either (A) 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 the Issuer, the Indenture Trustee, the Insurer and the Noteholders in the Loans and reciting the details of such filings, or (B) no such action shall be necessary to preserve and protect such interest in either case, such opinion shall cover the matters covered in the opinion delivered pursuant to Section 3.6(a) of the Indenture, taking into account changes of law, and (3) after giving effect to such merger or consolidation, Alliance (or its successor) would not be substantively consolidated with the Seller or the Issuer in the event of a bankruptcy of Alliance or its successor.

Limitation on Mergers, Etc. Except as expressly permitted by the Agreement, Alliance shall not consolidate with or merge with or into any Person or transfer all or substantially all of its assets to any Person (each, a "Combination Transaction") or liquidate or dissolve. Without limiting the foregoing, no Combination Transaction shall be consummated unless Alliance shall delivered to the Insurer (a) an Officer's Certificate reasonably satisfactory to it, stating that such consolidation, conversion, merger, or succession and such agreement of assumption comply with this Section and the other Basic Documents that all conditions precedent, if any, provided for in this Agreement and the other Basic Documents relating to such transaction Combination Transaction have been complied with, and (b) an opinion of counsel, reasonably satisfactory to it, stating that, in the opinion of such counsel, (1) the agreement of assumption is the valid and binding obligations of the parties thereto and effective to accomplish the assumption of liabilities contemplated therein, (2) either (A) 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 the Issuer, the Indenture Trustee, the Insurer and the Noteholders in the Loans and the Receivables and reciting the details of such filings, or (B) no such action shall be necessary to preserve and protect such interest in either case, such opinion shall cover the matters covered in the opinion delivered pursuant to Section 3.6(a) of the Indenture, taking into account changes of law, and (3) after giving effect to such merger or consolidation, Alliance (or its successor) would not be substantively consolidated with the Seller or the Issuer in the event of a bankruptcy of Alliance or its successor.

Limitation on Mergers, Etc. Except as expressly permitted by the Agreement, Alliance shall not consolidate with or merge with or into any Person or transfer all or substantially all of its assets to any Person (each, a "“Combination Transaction"”) or liquidate or dissolve. Without limiting the foregoing, no Combination Transaction shall be consummated unless Alliance shall have delivered to the Insurer (a) an Officer's ’s Certificate reasonably satisfactory to it, stating that such consolidation, conversion, merger, or succession and such agreement of assumption comply with this Section and the other Basic Documents and that all conditions precedent, if any, provided for in this Agreement and the other Basic Documents relating to such transaction Combination Transaction have been complied with, and (b) an opinion of counsel, reasonably satisfactory to it, stating that, in the opinion of such counsel, (1) the agreement of assumption is the valid and binding obligations obligation of the parties thereto and effective to accomplish the assumption of liabilities contemplated therein, (2) either (A) 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 the Issuer, the Indenture Trustee, the Insurer and the Noteholders in the Loans and the Receivables and reciting the details of such filings, or (B) no such action shall be necessary to preserve and protect such interest interest; in either case, such opinion shall cover the matters covered in the opinion delivered pursuant to Section 3.6(a) of the Indenture, taking into account changes of law, and (3) after giving effect to such merger or consolidation, Alliance (or its successor) would not be substantively consolidated with the Seller or the Issuer in the event of a bankruptcy of Alliance or its successor.