Common use of Acquisition, Merger or Consolidation; Sale of Substantially All Assets Clause in Contracts

Acquisition, Merger or Consolidation; Sale of Substantially All Assets. Neither the Company nor any Subsidiary or Affiliate shall sell, lease, assign, transfer, or otherwise dispose of any assets from and after the date hereof (i) for less than fair market value or (ii) if the total of the net book value of all assets sold, leased, or otherwise assigned or disposed of from and after the date hereof exceeds 25% of total combined assets of the Company and all of its Subsidiaries and Affiliates, as the case may be. The Company shall not permit in any event any such event to occur unless the Company has complied with the provisions of Section 8.1. In addition, in the event of any sale of any property subject to the lien of the Mortgage or any part thereof, the Company shall make or set aside in trust for prepayments or payments of Senior Indebtedness, or if no such Indebtedness is outstanding, the Bonds and any Indebtedness on a parity with the Bonds incurred in compliance with Section 2.4(h) of this Agreement, in an amount equal to the greater of (x) the sales price of such property sold or (y) 60% of the appraised fair market value thereof. Notwithstanding the foregoing, neither the Company nor any Subsidiary or Affiliate shall sell, lease, or otherwise transfer or dispose of any asset if, after giving effect to such sale, lease, or other transfer or disposition, there shall exist any Default. Neither the Company nor any Subsidiary or Affiliate shall merge or consolidate with or into or acquire all or substantially all of the assets of any other Person, provided that the Company or any Subsidiary or Affiliate may merge or consolidate with or into or acquire all or substantially all of such assets of another corporation (i) if the acquiring corporation is the Company or a corporation duly organized in good standing under the laws of a State of the United States, (ii) if each of the representations and warranties set forth in paragraphs (a) through (f), inclusive, (h), (i), (j), and (n) of Section 2.2 of this Agreement remains true and correct immediately after giving effect to such merger, consolidation or asset acquisition, (iii) if the surviving corporation is not the Company, the surviving corporation expressly assumes all of the covenants and obligations of its predecessor under this Agreement and each of the Loan Documents and otherwise in respect of the Bonds, (iv) the Company or the surviving corporation could immediately after giving effect to the transaction, incur at least $1.00 of Indebtedness pursuant to Section 2.4(h) hereof, (v) if the surviving corporation has rated debt securities, such debt securities are rated by a nationally recognized credit rating agency and such rating is investment grade

Acquisition, Merger or Consolidation; Sale of Substantially All Assets. Neither the Company nor any Subsidiary or Affiliate shall sell, lease, assign, transfer, or otherwise dispose of any assets from and after the date hereof (i) for less than fair market value or (ii) if the total of the net book value of all assets sold, leased, or otherwise assigned or disposed of from and after the date hereof exceeds 25% of total combined assets of the Company and all of its Subsidiaries and Affiliates, as the case may be. The Company shall not permit in any event any such event to occur unless the Company has complied with the provisions of Section 8.1. In addition, in the event of any sale of any property subject to the lien of the Mortgage or any part thereof, the Company shall make or set aside in trust for prepayments or payments of Senior Indebtedness, or if no such Indebtedness is outstanding, the Bonds and any Indebtedness on a parity with the Bonds incurred in compliance with Section 2.4(h) of this Agreement, in an amount equal to the greater of (x) the sales price of such property sold or (y) 60% of the appraised fair market value thereof. Notwithstanding the foregoing, neither the Company nor any Subsidiary or Affiliate shall sell, lease, or otherwise transfer or dispose of any asset if, after giving effect to such sale, lease, or other transfer or disposition, there shall exist any Default. Neither the Company nor any Subsidiary or Affiliate shall merge or consolidate with or into or acquire all or substantially all of the assets of any other Person, provided that the Company or any Subsidiary or Affiliate may merge or consolidate with or into or acquire all or substantially all of such assets of another corporation (i) if the acquiring corporation is the Company or a corporation duly organized in good standing under the laws of a State of the United States, (ii) if each of the representations and warranties set forth in paragraphs (a) through (f), inclusive, (h), (i), (j), and (n) of Section 2.2 of this Agreement remains true and correct immediately after giving effect to such merger, consolidation or asset acquisition, (iii) if the surviving corporation is not the Company, the surviving corporation expressly assumes all of the covenants and obligations of its predecessor under this Agreement and each of the Loan Documents and otherwise in respect of the Bonds, (iv) the Company or the surviving corporation could immediately after giving effect to the transaction, incur at least $1.00 of Indebtedness pursuant to Section 2.4(h) hereof, (v) if the surviving corporation has rated debt securities, such debt securities are rated by a nationally recognized credit rating agency and such rating is investment gradeotherwise

Acquisition, Merger or Consolidation; Sale of Substantially All Assets. Neither the Company nor any Subsidiary or Affiliate shall sell, lease, assign, transfer, or otherwise dispose of any assets from and after the date hereof (i) for less than fair market value (such fair value to be conclusively established by an appraisal in the case of any sale, lease, assignment or other disposition of assets having an aggregate fair value exceeding $5,000,000) or (ii) if the combined total of the net book value of all assets sold, leased, or otherwise assigned or disposed of from and after the date hereof exceeds 25% of total combined assets Combined Total Assets of the Company and all of its Subsidiaries and Affiliates, as the case may be. The Company shall not permit in any event any such event to occur unless the Company has complied with the provisions of Section 8.1. In addition, in the event of any sale of any property subject to the lien Lien of the Company Mortgage or any part thereof, the Company shall make or set aside in trust for prepayments or payments of Senior Indebtedness, or if no such Indebtedness is outstanding, the Bonds and any Indebtedness on a parity with the Bonds incurred in compliance with Section 2.4(h) of this Agreement, in an amount equal to the greater of (x) the sales price of such property sold or (y) 60% of the appraised fair market value thereofproperty. Notwithstanding the foregoing, (i) neither the Company nor any Subsidiary or Affiliate shall sell, lease, or otherwise transfer or dispose of any asset if, after giving effect to such sale, lease, or other transfer or disposition, there shall exist any Default, and (ii) the Company and its Affiliates shall have the right at any time and from time to time, in connection with the issuance of tax-exempt Indebtedness, to lease, for nominal consideration, any vacant portion of the property that, after such transaction, remains subject to the Lien of the Company Mortgage, to any governmental issuer of tax-exempt bonds, notes or other obligations in order to establish compliance with the governmental ownership requirement of Section 142 of the Code, without regard to the provisions of this Section 2.4 (d) but subject and subordinate in all cases to the xxxx of the Mortgages, and provided that such lease and the use to be made of the leased property shall not impair the operations of the Company and its Affiliates or the value of the Mortgaged Premises and that the Company shall retain all easements with respect to such leased property that are reasonably required for the Company's operations. Neither the Company nor any Subsidiary or Affiliate shall merge or consolidate with or into or acquire all or substantially all of the assets of any other Person, provided that the Company or any Subsidiary or Affiliate may merge or consolidate with or into or acquire all or substantially all of such assets of another corporation (i) if the acquiring corporation is the Company or a corporation duly organized in good standing under the laws of a State of the United States, (ii) if each of the representations and warranties set forth in paragraphs (a) through (f), inclusive, (h), (i), (j), and (n) of Section 2.2 of this Agreement remains true and correct immediately after giving effect to such merger, consolidation or asset acquisition, (iii) if the surviving corporation is not the Companya Guarantor, the surviving corporation expressly assumes all of the covenants and obligations of its predecessor under this Agreement and each of the Loan Documents and otherwise in respect of the BondsGuaranty, (iv) the Company or the surviving corporation could immediately after giving effect to the transaction, incur at least $1.00 of Indebtedness pursuant to Section Paragraph 2.4(h) hereof, (v) if the surviving corporation has rated debt securities, such debt securities are rated by a nationally recognized credit rating agency and such rating is investment gradegrade or better (e.g., if by S & P, "BBB" or better and if by Xxxxx'x, "Baa" or better), and (vi) if there shall be delivered to the Trustee a certificate of the Company stating that none of the covenants contained in this Agreement will be violated as a result of such merger, consolidation or acquisition of assets, and such other agreements, certificates, opinions, and documents as the Trustee shall have reasonably requested. The Company or any Affiliate agrees to notify the Bondholders of its intent to merge, consolidate or acquire assets pursuant to this paragraph at least 10 days prior to entering into any binding agreements with respect to such acquisition. Notwithstanding the foregoing, the Company shall have the right at any time and from time to time to (i) merge or consolidate any Affiliate with or into it (provided the Company is the surviving corporation) or with or into any other Affiliate, or (ii) acquire substantially all of the assets, or cause any other Affiliate to acquire substantially all of the assets, of any Affiliate (other than the Company), without regard to the provisions of the immediately preceding paragraph.