Common use of Assignments on Sale, Merger or Consolidation Clause in Contracts

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 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 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: 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 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 is an air carrier airline holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; andand following the sale, merger or consolidation, the surviving entity is 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 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 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 is an air carrier airline holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; andand following the sale, merger or consolidation, the surviving entity is 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 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 (vi) following the sale, merger or consolidation, the surviving entity is 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 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 (vi) following the sale, merger or consolidation, the surviving entity is 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 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 will shall provide the Seller with no less than 90 days [***] notice if the Buyer wishes the Seller to provide such consent. The Seller will shall 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 event of default exists or will shall 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 airline holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; and (vi) following the sale, merger or consolidation, the surviving entity is in a financial condition at least equal to that of the Buyer at time of execution of the Agreement.