Certain Intercompany Mergers Sample Clauses
The 'Certain Intercompany Mergers' clause defines the rules and permissions regarding mergers or consolidations between entities within the same corporate group. Typically, this clause allows a party to merge with or transfer assets to an affiliate without breaching the agreement, provided that the surviving entity assumes all obligations under the contract. Its core function is to facilitate internal corporate restructuring while ensuring that contractual responsibilities remain intact, thereby preventing technical defaults and maintaining continuity of obligations despite changes in corporate structure.
Certain Intercompany Mergers. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Domestic Subsidiary with or into Borrower, provided Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Domestic Subsidiary with or into any Guarantor, provided that the surviving or continuing or resulting corporation is a Guarantor, (iii) the merger, consolidation or amalgamation of any existing Foreign Subsidiary with or into any other existing Foreign Subsidiary; (iv) any Asset Sale by Borrower or any Guarantor to Borrower or any Guarantor, (v) any Asset Sale by any Foreign Subsidiary to Borrower or any Guarantor; or (vi) any Asset Sale by any existing Foreign Subsidiary to any other existing Foreign Subsidiary.
Certain Intercompany Mergers. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of (x) any Borrower (other than the Company) into the Company or another Borrower; provided that the Company or such Borrower is the surviving or continuing or resulting corporation or (y) any Domestic Subsidiary that is not a Borrower with or into the Company or another Borrower; provided that the Company or such Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Domestic Subsidiary that is not a Loan Party with or into any Loan Party; provided that the surviving or continuing or resulting corporation is such Loan Party, (iii) the merger, consolidation or amalgamation (or the foreign equivalent of any of the foregoing) of any existing Foreign Subsidiary with or into any other existing Foreign Subsidiary; provided that if any such entity is a Loan Party, the surviving or continuing or resulting corporation is such Loan Party; (iv) any Asset Sale by a Borrower or any Guarantor to another Borrower or Guarantor, (v) any Asset Sale by any Foreign Subsidiary to any Borrower or any Guarantor; or (vi) any Asset Sale by any existing Foreign Subsidiary that is not a Loan Party to any other existing Foreign Subsidiary that is not a Loan Party.
Certain Intercompany Mergers. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Domestic Subsidiary with or into Company, provided Company is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Domestic Subsidiary with or into any Guarantor, provided that the surviving or continuing or resulting corporation is a Guarantor, and provided if any such Domestic Subsidiary is a Designated Borrower, the Designated Borrower is the surviving or continuing or resulting corporation, (iii) the merger, consolidation or amalgamation of any Foreign Subsidiary with or into any other Foreign Subsidiary and provided if any such Foreign Subsidiary is a Foreign Borrower, the Foreign Borrower is the surviving or continuing or resulting corporation; (iv) any Asset Sale by Company or any Guarantor to Company or any Guarantor, (v) any Asset Sale by any Subsidiary to Company or any Guarantor; (vi) any Asset Sale by a Non-Material Subsidiary to any other Non-Material Subsidiary (such status to be determined both before and after giving effect to such Asset Sale); (vii) any Asset Sale by any Foreign Subsidiary to any other Foreign Subsidiary; or (viii) any Asset Sale (other than a Securitization Transaction) consisting of the sale of a note, account, payment intangible or other receivable by the Company or a Domestic Subsidiary to a Foreign Subsidiary for fair and reasonable value and consistent with past business practices.
Certain Intercompany Mergers. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Domestic Subsidiary with or into such Borrower, provided such Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Domestic Subsidiary of any Borrower with or into any Subsidiary Guarantor, provided that the surviving or continuing or resulting corporation is a Subsidiary Guarantor; (iii) the merger, consolidation or amalgamation of any Foreign Subsidiary with or into any other Foreign Subsidiary; (iv) any Asset Sale by any Loan Party to any other Loan Party, (v) any Asset Sale by any Foreign Subsidiary to any Loan Party; or (vi) any Asset Sale by any Foreign Subsidiary to any other Foreign Subsidiary;