Common use of Consolidation, Merger, Amalgamation or Sale of Assets Clause in Contracts

Consolidation, Merger, Amalgamation or Sale of Assets. So long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of the assets of the Issuer, taken as a whole, would become the property of any other Person (the “Successor Person”) unless: (a) the Issuer or such Guarantor, as applicable, and/or the Successor Person, prior to or contemporaneously with the consummation of that transaction, executes those instruments and does those things as are necessary or advisable to establish that upon the consummation of that transaction: (i) the Successor Person will have assumed all the covenants and obligations of the Issuer or such Guarantor, as applicable, under this Indenture, the Notes and the Noteholder Collateral Platform Guarantees, as applicable; and (ii) the Notes or the Noteholder Collateral Platform Guarantees, as applica- ble, will be valid and binding obligations of the Successor Person entitling the Holders thereof, as against the Successor Person, to all the rights of Holders under this Indenture; (b) immediately after giving effect to any such transaction, no Event of Default or event that after notice or passage of time or both would be an Event of Default shall have oc- curred and be continuing; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate stating that such transaction and such instruments comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been completed.

Consolidation, Merger, Amalgamation or Sale of Assets. So long as any of the Notes remain outstanding, neither the Issuer nor any Guarantor will enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of the assets of the Issuer, taken as a whole, would become the property of any other Person (the “Successor Person”) unless: (a) the Issuer or such Guarantor, as applicable, and/or the Successor Person, prior to or contemporaneously with the consummation of that transaction, executes those instruments and does those things as are necessary or advisable to establish that upon the consummation of that transaction: (i) the Successor Person will have assumed all the covenants and obligations of the Issuer or such Guarantor, as applicable, under this Indenture, the Notes and the Noteholder Collateral Platform Guarantees, as applicable; and (ii) the Notes or the Noteholder Collateral Platform Guarantees, as applica- bleapplicable, will be valid and binding obligations of the Successor Person entitling the Holders thereof, as against the Successor Person, to all the rights of Holders under this Indenture; (b) immediately after giving effect to any such transaction, no Event of Default or event that after notice or passage of time or both would be an Event of Default shall have oc- curred occurred and be continuing; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate stating that such transaction and such instruments comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been completed.