Common use of Company May Consolidate on Certain Terms Clause in Contracts

Company May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Securities shall prevent any consolidation or merger of the Company with or into any other person or persons (whether or not affiliated with the Company), or successive consolidations or mergers in which either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, to any other person (whether or not affiliated with the Company); provided, however, that the following conditions are met: (a) the Company shall be the continuing entity, or the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) either the Company or the successor person, in either case, shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantor in compliance with Section 5.3, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 5.1 unless prior thereto the Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate, stating that the Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Company May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Securities shall prevent any consolidation or merger of the Company with or into any other person or persons (whether or not affiliated with the Company), or successive consolidations or mergers in which either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, to any other person (whether or not affiliated with the Company); provided, however, that the following conditions are met: (a) the Company shall be the continuing entity, or the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) either the Company or the successor person, in either case, shall have delivered to the Trustee an Officers’ Certificate and Opinion of CounselCertificate, stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantor in compliance with Section 5.3, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 5.1 unless prior thereto the Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate, stating that the Guarantor’s obligations hereunder shall remain in full force and effect thereafter.

Company May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Securities Notes shall prevent any consolidation or merger of the Company with or into any other person Person or persons Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, to any other person Person (whether or not affiliated with the Company); provided, however, that the following conditions are met: (a) the Company shall be the continuing entity, or the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of of, premium, if any, and interest on all of the Securities Notes and the due and punctual performance and observance of all of the covenants and conditions in this IndentureIndenture and the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) either the Company or the successor personPerson, in either case, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 5.1 10.01 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantor Guarantors in compliance with Section 5.310.03, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 5.1 10.01 unless prior thereto the Guarantor Guarantors shall have delivered to the Trustee a Guarantor’s Guarantors’ Officers’ CertificateCertificate and an Opinion of Counsel, each stating that the Guarantor’s Guarantors’ obligations hereunder shall remain in full force and effect thereafter. Notwithstanding the foregoing, the limitations set forth in this Section 10.01 shall not apply to the Operating Partnership Merger.

Company May Consolidate on Certain Terms. Nothing contained in this Indenture or in (a) Subject to the Securities shall prevent any consolidation or merger provisions of Section 12.02, the Company shall not consolidate or merge with or into any other person Person or persons Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which either the Company will be the continuing entity or nor shall the Company or its successor or successors shall be a party or partiesparties to successive consolidations or mergers, or nor shall prevent any salethe Company sell, conveyanceconvey, transfer or lease of all or substantially all the property and assets of the property of the CompanyCompany substantially as an entirety, to any other person Person (whether or not affiliated with the Company); provided, however, that the following conditions are metunless: (aA) the Company resulting, surviving or transferee Person (the "Successor Company") shall be a corporation organized and existing under the continuing entitylaws of the United States of America, any State thereof or the successor entity District of Columbia and the Successor Company (if other than not the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the principal of Company under the Notes and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; (bB) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been Incurred by the Successor Company at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (cC) either the Company or the successor person, in either case, shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with this Section 5.1 Indenture. The Successor Company shall succeed to, and that all conditions precedent herein provided for relating to such transaction have been complied with. Except be substituted for, and may exercise every right and power of, the Company under this Indenture, but the predecessor Company in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all its assets shall not be released from the obligation to pay the principal of and interest on the property of Notes. (b) To the extent applicable, the Company shall not permit any Subsidiary Guarantor in compliance to consolidate with Section 5.3or merge with or into, no such consolidation, merger, sale, conveyanceor convey, transfer or lease all or substantially all of its assets to any Person unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a Subsidiary Guarantor Supplemental Indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or another Subsidiary Guarantor as a result of such transaction as having been Incurred by such Person or such Subsidiary Guarantor at the time of such transaction), no Default shall have occurred and be permitted by this Section 5.1 unless prior thereto continuing; and (iii) the Guarantor Company shall have delivered to the Trustee a Guarantor’s an Officers’ Certificate' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture and the Subsidiary Guarantor Supplemental Indenture to which such Subsidiary Guarantor is a party, but the predecessor Subsidiary Guarantor in the case of a lease of all or substantially all its assets will not be released from its obligations under this Indenture and the Subsidiary Guarantor Supplemental Indenture. Notwithstanding the foregoing, any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor’s obligations hereunder shall remain in full force and effect thereafter.