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 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.

Appears in 2 contracts

Samples: Purchase Agreement (Spirit Airlines, Inc.), Purchase Agreement (Spirit Airlines, Inc.)

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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, merger or consolidation or a sale of all or substantially all of its assetsinvolving the Buyer, 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 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;21; and (v) the surviving or acquiring entity holds an Operating Certificate air carrier 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.

Appears in 2 contracts

Samples: Airbus A320 Family Aircraft Purchase Agreement (Us Airways Inc), Airbus A350 XWB Purchase Agreement (Us Airways Inc)

Assignments on Sale, Merger or Consolidation. The Buyer Buyers will be entitled to assign its their rights under this Agreement at any time due to a merger, consolidation merger or a sale of all or substantially all of its assetsconsolidation, provided the Buyer Buyers 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 Buyers' 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 Agreement21; (v) the surviving or acquiring entity holds an Operating Certificate air carrier 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.

Appears in 1 contract

Samples: Airbus A350 Purchase Agreement (Us Airways Group Inc)

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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 '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.

Appears in 1 contract

Samples: Purchase Agreement (Spirit Airlines, Inc.)

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