Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Buyer will provide the Seller with no less than 90 days notice if the Buyer wishes the Seller to provide such consent. The Seller will provide its consent if:
(i) the surviving or acquiring entity is organized and existing under the laws of the United States;
(ii) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;
(iii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no Termination Event exists or will have occurred and be continuing;
(iv) there exists with respect to the surviving or acquiring entity no basis for a Termination Event;
(v) the surviving or acquiring entity is an air carrier holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; and
Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Seller will provide its consent if
(i) the surviving or acquiring entity is organized and existing under the laws of the United States;
(ii) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s Obligations under this Agreement;
(iii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no event of default exists or will have occurred and be continuing;
(iv) there exists with respect to the surviving or acquiring entity no basis for a Termination Event within the meaning of Clause 21 of this Agreement;
(v) the surviving or acquiring entity holds an Operating Certificate issued by the [FAA or relevant Aviation Authority] at the time, and immediately following the consummation, of such sale, merger or consolidation; and
(vi) following the sale, merger or consolidation, in a financial condition at least equal to that of the Buyer at time of execution of the Agreement.
Assignments on Sale, Merger or Consolidation. The Buyer shall be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Buyer shall provide the Seller with no less than 90 days notice if the Buyer wishes the Seller to provide such consent. The Seller shall provide its consent if:
Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided *****:
(i) the surviving or acquiring entity is organized and existing under the laws of the United States;
(ii) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;
(iii) at the time, and after giving effect to the consummation, of the merger, consolidation or sale, no Termination Event exists or will have occurred and be continuing;
(iv) the surviving or acquiring entity ***** is an air carrier holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; and
(v) upon giving effect to the sale, merger or consolidation, *****.
Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets without the consent of the Seller, provided that:
(i) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;
(ii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no Buyer Termination Event exists or will have occurred and be continuing; and
(iii) there exists with respect to the surviving or acquiring entity no basis for a Buyer Termination Event.
Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Seller will provide its consent if
(i) the surviving or acquiring entity is organized and existing under the laws of the United States;
(ii) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;
(iii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no event of default exists or will have occurred and be continuing;
(iv) there exists with respect to the surviving or acquiring entity no basis for a Termination Event;
(v) the surviving or acquiring entity holds an Operating Certificate issued by the relevant Aviation Authority at the time, and immediately following the consummation, of such sale, merger or consolidation; and
(vi) following the sale, merger or consolidation, in a financial condition at least equal to that of the Buyer at time of execution of the Agreement.
Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets, provided the Buyer first obtains the written consent of the Seller. The Seller will provide its consent if
(i) the surviving or acquiring entity is organized and existing under the laws of the United States, Ireland or another country reasonably acceptable to the Seller;
(ii) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer's obligations under this Agreement;
(iii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no event of default exists or will have occurred and be continuing;
(iv) there exists with respect to the surviving or acquiring entity no basis for a Termination Event;
(v) the surviving or acquiring entity substantially remains an operating lessor or wholly-owned subsidiary of an operating lessor at the time, and AYR FREIGHTER LLC - A330-200F - June 2007 104 immediately following the consummation, of such sale, merger or consolidation; and
(vi) immediately following the sale, merger or consolidation, in a financial condition at least equal to that of the Buyer at time of execution of the Agreement.
Assignments on Sale, Merger or Consolidation. (b) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;
(c) at the time, and immediately following the consummation of the merger, consolidation or sale, no Termination Event exists or will have occurred and be continuing;
(d) there exists with respect to the surviving or acquiring entity no basis for a Termination Event; ***
Assignments on Sale, Merger or Consolidation. The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation, reorganization, sale or transfer of all, or substantially all, of its assets, provided that,
(i) the surviving or acquiring entity is organized and existing under the laws of the United States;
(ii) the Buyer holds an Operating Certificate issued by the FAA at the time, and immediately following the consummation, of such merger, consolidation, reorganization, sale or transfer; and
(iii) following the merger, consolidation, reorganization, sale or transfer, the resulting entity is in a financial condition at least equal to that of the Buyer immediately before such merger, consolidation, reorganization, sale or transfer.
Assignments on Sale, Merger or Consolidation
