Common use of Certain Requirements in Respect of Combination, etc Clause in Contracts

Certain Requirements in Respect of Combination, etc. BAM will not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person unless: (a) such other Person or continuing entity (the “BAM Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the BAM Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such BAM Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of BAM under this Agreement; and (b) such transaction will be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Party hereunder or the holders of the Class A Shares. For greater certainty, nothing in this Agreement will prevent BAM from continuing to another jurisdiction in accordance with applicable law.

Certain Requirements in Respect of Combination, etc. BAM BIP will not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person unless: (a) a. such other Person or continuing entity (the “BAM BIP Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the BAM BIP Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such BAM BIP Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of BAM BIP under this Agreement; and (b) b. such transaction will be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Party parties hereunder or the holders of the Class A Shares. For greater certainty, nothing in this Agreement will prevent BAM from continuing to another jurisdiction in accordance with applicable lawExchangeable LP Units.

Certain Requirements in Respect of Combination, etc. BAM BIP will not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person unless: (a) such other Person or continuing entity (the “BAM BIP Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the BAM BIP Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such BAM BIP Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of BAM BIP under this Agreement; and (b) such transaction will be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Party parties hereunder or the holders of the Class A Shares. For greater certainty, nothing in this Agreement will prevent BAM from continuing to another jurisdiction in accordance with applicable lawExchangeable LP Units.

Certain Requirements in Respect of Combination, etc. BAM BPY will not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person unless: (a) such other Person or continuing entity (the “BAM BPY Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the BAM BPY Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such BAM BPY Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of BAM BPY under this Agreement; and (b) such transaction will be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Party parties hereunder or the holders of the Class A Shares. For greater certainty, nothing in this Agreement will prevent BAM from continuing to another jurisdiction in accordance with applicable lawExchangeable LP Units.