Common use of Consolidation, Merger and Sale of Assets of the Guarantor Clause in Contracts

Consolidation, Merger and Sale of Assets of the Guarantor. The Guarantor may consolidate or merge with or into any other entity and may convey, transfer or lease its property as an entirety or substantially as an entirety to any entity, provided that: (a) the entity (if other than the Guarantor) formed by or resulting from any such consolidation or merger or which shall have received such property (the “Successor Guarantor”) shall expressly assume by a supplemental indenture all of the obligations of the Guarantor under the Guarantees and this Indenture; (b) such supplemental indenture shall be in form reasonably satisfactory to the Trustee, shall be duly authorized and executed by the Successor Guarantor, shall constitute a valid and legally binding agreement of such Successor Guarantor, and shall be delivered to the Trustee; (c) subject to exceptions (a) through (f) in Section 3.7 herein, where references to “United Kingdom” shall be construed as references to the jurisdiction in which the Successor Company is subject to tax, such Successor Guarantor shall agree that all payments made by it under the Guarantees in respect of principal of, or premium, if any, or interest on, any Note will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the jurisdiction in which such Successor Guarantor is incorporated, or any political subdivision thereof or authority or agency thereof or therein having power to levy the same, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof, and if withholding or deduction is so required, such Successor Guarantor will pay to each Holder of Notes such Additional Amounts as may be necessary so that the net amounts paid to such Holder who is not resident for tax purposes in the jurisdiction in which such Successor Guarantor is incorporated, after such deduction or withholding, shall be not less than the amounts specified in such Notes to which such Holder is entitled; (d) immediately after giving effect to such transaction, no Event of Default with respect to any series of Notes, and no event which, after notice or lapse of time or both, would become an Event of Default with respect to any series of Notes, shall have occurred and be continuing; and (e) the Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that (i) such consolidation, merger, conveyance, transfer or lease complies with this Article V, (ii) all conditions precedent to such consolidation, merger, conveyance, transfer or lease have been satisfied and (iii) such supplemental indenture constitutes the legal, valid and binding obligation of the Successor Guarantor, subject to the customary exceptions. In addition, upon any such consolidation, merger, conveyance, transfer or lease, a notice shall be given by the Company as set forth in Section 12.2 and, if the Notes are listed on or by any stock exchange or other competent listing authority and applicable law and/or regulations of such stock exchange or other competent listing authority so require, the Company and the Guarantor will prepare and publish such prospectus supplement or other documents with respect to such consolidation, merger, transfer or lease as may be required.

Consolidation, Merger and Sale of Assets of the Guarantor. The Guarantor may consolidate or merge with or into any other entity and may convey, transfer or lease its property as an entirety or substantially as an entirety to any entity, provided that: (a) the entity (if other than the Guarantor) formed by or resulting from any such consolidation or merger or which shall have received such property (the “Successor Guarantor”) shall expressly assume by a supplemental indenture all of the obligations of the Guarantor under the Guarantees and this Indenture; (b) such supplemental indenture shall be in form reasonably satisfactory to the Trustee, shall be duly authorized and executed by the Successor Guarantor, shall constitute a valid and legally binding agreement of such Successor Guarantor, and shall be delivered to the Trustee; (c) subject to exceptions (a) through (f) in Section 3.7 herein, where references to “United Kingdom” shall be construed as references to the jurisdiction in which the Successor Company is subject to tax, such Successor Guarantor shall agree that all payments made by it under the Guarantees in respect of principal of, or premium, if any, or interest on, any Note will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the jurisdiction in which such Successor Guarantor is incorporated, or any political subdivision thereof or authority or agency thereof or therein having power to levy the same, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof, and if withholding or deduction is so required, such Successor Guarantor will pay to each Holder of Notes such Additional Amounts as may be necessary so that the net amounts paid to such Holder who is not resident for tax purposes in the jurisdiction in which such Successor Guarantor is incorporated, after such deduction or withholding, shall be not less than the amounts specified in such Notes to which such Holder is entitled; (d) immediately after giving effect to such transaction, no Event of Default with respect to any series of Notes, and no event which, after notice or lapse of time or both, would become an Event of Default with respect to any series of Notes, shall have occurred and be continuing; and (e) the Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that (i) such consolidation, merger, conveyance, transfer or lease complies with this Article V, (ii) V and that all conditions precedent to such consolidation, merger, conveyance, transfer or lease and have been satisfied and (iii) such supplemental indenture constitutes the legal, valid and binding obligation of the Successor Guarantor, subject to the customary exceptionssatisfied. In addition, upon any such consolidation, merger, conveyance, transfer or lease, a notice shall be given by the Company as set forth in Section 12.2 and, if the Notes are listed on or by any stock exchange or other competent listing authority and applicable law and/or regulations of such stock exchange or other competent listing authority so require, the Company and the Guarantor will prepare and publish such prospectus supplement or other documents with respect to such consolidation, merger, transfer or lease as may be required.

Consolidation, Merger and Sale of Assets of the Guarantor. The Guarantor may consolidate or merge with or into any other entity and may convey, transfer or lease its property as an entirety or substantially as an entirety to any entity, provided that: (a) the entity (if other than the Guarantor) formed by or resulting from any such consolidation or merger or which shall have received such property (the “"Successor Guarantor”") shall expressly assume by a supplemental indenture all of the obligations of the Guarantor under the Guarantees and this Indenture; (b) such supplemental indenture shall be in form reasonably satisfactory to the Trustee, shall be duly authorized and executed by the Successor Guarantor, shall constitute a valid and legally binding agreement of such Successor Guarantor, and shall be delivered to the Trustee; (c) subject to exceptions (a) through (fe) in Section 3.7 and Section 11.1 herein, where references to “United Kingdom” shall be construed as references to the jurisdiction in which the Successor Company is subject to tax, such Successor Guarantor shall agree that all payments made by it under the Guarantees in respect of principal of, or premium, if any, or interest on, any Note will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the jurisdiction in which such Successor Guarantor is incorporated, or any political subdivision thereof or authority or agency thereof or therein having power to levy the same, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof, and if withholding or deduction is so required, such Successor Guarantor will pay to each Holder of Notes such Additional Amounts as may be necessary so that the net amounts paid to such Holder who is not resident for tax purposes in the jurisdiction in which such Successor Guarantor is incorporated, after such deduction or withholding, shall be not less than the amounts specified in such Notes to which such Holder is entitled; (d) immediately after giving effect to such transaction, no Event of Default with respect to any series of Notes, and no event which, after notice or lapse of time or both, would become an Event of Default with respect to any series of Notes, shall have occurred and be continuing; and (e) the Guarantor shall deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel stating that (i) such consolidation, merger, conveyance, transfer or lease complies with this Article V, (ii) V and that all conditions precedent to such consolidation, merger, conveyance, transfer or lease and have been satisfied and (iii) such supplemental indenture constitutes the legal, valid and binding obligation of the Successor Guarantor, subject to the customary exceptions. In addition, upon any such consolidation, merger, conveyance, transfer or lease, a notice shall be given by the Company as set forth in Section 12.2 and, if the Notes are listed on or by any stock exchange or other competent listing authority and applicable law and/or regulations of such stock exchange or other competent listing authority so require, the Company and the Guarantor will prepare and publish such prospectus supplement or other documents with respect to such consolidation, merger, transfer or lease as may be requiredsatisfied.