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

Consolidation, Merger, or Sale of Assets, etc. (a) WIL shall not, and shall not permit any consolidated Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, WIL or any consolidated Subsidiary may merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, provided that: (i) in the case of a merger, a consolidation or an amalgamation involving WIL, if WIL is not the surviving Person, the surviving Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance satisfactory to the Administrative Agent, whereby such surviving Person shall become a party to this Agreement and assume all rights and obligations of WIL hereunder and (B) deliver to the Administrative Agent an opinion of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and (ii) in the case of a merger, a consolidation or an amalgamation involving any Obligor other than WIL, if neither such Obligor, WIL nor another Obligor that is a Wholly-Owned Subsidiary of WIL is the surviving Person, then the surviving Person shall (A) be a Wholly-Owned Subsidiary of WIL after giving effect to such merger, consolidation or amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and substance satisfactory to the Administrative Agent, whereby such surviving Person shall become a party to this Agreement and assume all rights and obligations of such Obligor hereunder and (C) deliver to the Administrative Agent an opinion of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent. (b) Except as permitted by Section 8.02(a)(i), neither WIL nor any consolidated Subsidiary shall, directly or indirectly, in one transaction or a series of transactions, sell, lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), all or substantially all of the assets of WIL and its consolidated Subsidiaries, taken as a whole. (c) Notwithstanding the foregoing provisions, (i) this Section 8.02 shall not prohibit any Redomestication and (ii) in the case of any transaction specified in the foregoing paragraphs (a) and (b), WIL and its consolidated Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL as if such transaction had occurred on the first day of each relevant period for testing such compliance. (d) WIL shall not, and shall not permit any other Obligor to, wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Obligor other than WXX xxx wind up, liquidate or dissolve if (i) the owner of all of the Capital Stock of such Obligor immediately prior to such event shall be WIL, a Wholly-Owned Subsidiary of WIL, the New Parent or a direct or indirect Wholly-Owned Subsidiary of the New Parent and (ii) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (A) a guaranty of the Obligations in form and substance reasonably satisfactory to the Administrative Agent, (B) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with such event as the Administrative Agent or any Lender may reasonably request and (C) such other documentation as the Administrative Agent may reasonably request.

Consolidation, Merger, or Sale of Assets, etc. (a) WIL WIL-Switzerland shall not, and shall not permit any consolidated Subsidiary of its Consolidated Subsidiaries to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, WIL WIL-Switzerland or any consolidated Consolidated Subsidiary may merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, provided that: (i) in the case of a merger, a consolidation or an amalgamation involving WIL-Switzerland, if WIL WIL-Switzerland is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of WIL WIL-Switzerland hereunder and thereunder and (B) deliver to the Administrative Agent an opinion one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and; (ii) in the case of a merger, a consolidation or an amalgamation involving the Borrower, if the Borrower is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and assume all rights and obligations of the Borrower hereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; (iii) in the case of a merger, a consolidation or an amalgamation involving WILLC at any time that WILLC's obligations under the Guaranty Agreement have not been released and discharged, if WILLC is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to the Guaranty Agreement and assume all rights and obligations of WILLC thereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; (iv) in the case of a merger, a consolidation or an amalgamation involving any Specified Obligor other than WILat any time that such Specified Obligor's obligations under the Guaranty Agreement have not been released and discharged, if neither such Specified Obligor, WIL WIL-Switzerland, the Borrower, WILLC nor another Obligor that is a Wholly-Owned Subsidiary of WIL WIL-Switzerland is the surviving or continuing Person, then the surviving or continuing Person shall (A) be a Wholly-Owned Subsidiary of WIL WIL-Switzerland after giving effect to such merger, consolidation or amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this the Guaranty Agreement and assume all rights and obligations of such Obligor hereunder thereunder and (C) deliver to the Administrative Agent an opinion one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and (v) in the case of any such merger, consolidation or amalgamation, the Obligor Parties shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL-Switzerland as if such transaction had occurred on the first day of each relevant period for testing such compliance. (b) Except as permitted by Section 8.02(a)(i), (ii), (iii) and (iv), neither WIL WIL‑Switzerland nor any consolidated Subsidiary of the Consolidated Subsidiaries shall, directly or indirectly, in one transaction or a series of transactions, sell, lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), all or substantially all of the assets of WIL WIL-Switzerland and its consolidated Subsidiaries, taken as a whole, except that: (i) WIL-Switzerland and its Subsidiaries may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (including Capital Stock of Subsidiaries) to any Consolidated Subsidiary or Person who will contemporaneously therewith become a Consolidated Subsidiary; and (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (including Capital Stock in its Subsidiaries) to the Borrower or any Consolidated Subsidiary or Person who will contemporaneously therewith become a Consolidated Subsidiary. (c) Notwithstanding the foregoing provisions, (i) this Section 8.02 shall not prohibit any Redomestication and Redomestication; provided that (iii) in the case of any transaction specified a Redomestication of WIL‑Switzerland of the type described in the foregoing paragraphs clause (a) and (b), WIL and its consolidated Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL as if such transaction had occurred on the first day of each relevant period for testing such compliance. (d) WIL shall not, and shall not permit any other Obligor to, wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Obligor other than WXX xxx wind up, liquidate or dissolve if (i) the owner of all of the Capital Stock of such Obligor immediately prior to such event shall be WIL, a Wholly-Owned Subsidiary of WILdefinition thereof, the New Parent or a direct or indirect Wholly-Owned Subsidiary of the New Parent and Surviving Person shall (iiA) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (A) a guaranty of the Obligations an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Surviving Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of WIL-Switzerland hereunder and thereunder and (B) an opinion, reasonably satisfactory deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing and (ii) in the case of a Redomestication of WIL-Switzerland of the type described in clause (b) of the definition thereof in which the Person formed pursuant to such matters in connection with Redomestication is a different legal entity than WIL-Switzerland, the Person formed pursuant to such event as Redomestication shall (A) execute and deliver to the Administrative Agent or any Lender may an instrument, in form and substance reasonably request satisfactory to the Administrative Agent, whereby such Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of such Obligor hereunder and thereunder and (CB) such other documentation as deliver to the Administrative Agent may one or more opinions of counsel in form, scope and substance reasonably requestsatisfactory to the Administrative Agent.

Consolidation, Merger, or Sale of Assets, etc. (a) WIL shall not, and shall not permit any consolidated Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, WIL or any consolidated Subsidiary may merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, provided that: (i) in the case of a merger, a consolidation or an amalgamation involving WIL, if WIL is not the surviving Person, the surviving Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance satisfactory to the Administrative Agent, whereby such surviving Person shall become a party to this Agreement and assume all rights and obligations of WIL hereunder and (B) deliver to the Administrative Agent an opinion of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and (ii) in the case of a merger, a consolidation or an amalgamation involving any Obligor other than WIL, if neither such Obligor, WIL nor another Obligor that is a Wholly-Owned Subsidiary of WIL is the surviving Person, then the surviving Person shall (A) be a Wholly-Owned Subsidiary of WIL after giving effect to such merger, consolidation or amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and substance satisfactory to the Administrative Agent, whereby such surviving Person shall become a party to this Agreement and assume all rights and obligations of such Obligor hereunder and (C) deliver to the Administrative Agent an opinion of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent. (b) Except as permitted by Section 8.02(a)(i), neither WIL nor any consolidated Subsidiary shall, directly or indirectly, in one transaction or a series of transactions, sell, lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), all or substantially all of the assets of WIL and its consolidated Subsidiaries, taken as a whole. (c) Notwithstanding the foregoing provisions, (i) this Section 8.02 shall not prohibit any Redomestication and (ii) in the case of any transaction specified in the foregoing paragraphs (a) and (b), WIL and its consolidated Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL as if such transaction had occurred on the first day of each relevant period for testing such compliance. (d) WIL shall not, and shall not permit any other Obligor to, wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Obligor other than WXX XXX xxx wind up, liquidate or dissolve if (i) the owner of all of the Capital Stock of such Obligor immediately prior to such event shall be WIL, a Wholly-Owned Subsidiary of WIL, the New Parent or a direct or indirect Wholly-Owned Subsidiary of the New Parent and (ii) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (A) a guaranty of the Obligations in form and substance reasonably satisfactory to the Administrative Agent, (B) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with such event as the Administrative Agent or any Lender may reasonably request and (C) such other documentation as the Administrative Agent may reasonably request.

Consolidation, Merger, or Sale of Assets, etc. (a) WIL shall The Borrower will --------------------------------------------- not, and shall will not permit any consolidated Subsidiary to, merge into wind up, liquidate or consolidate or amalgamate with any other Persondissolve its affairs, or permit enter into any other Person to merge into transaction of merger or consolidate consolidation or amalgamate with it, except that, if at sell or otherwise dispose of any of its property or assets (but excluding any sale or disposition of obsolete or excess FF&E or excess land in the time thereof and immediately after giving effect thereto no Default or Event ordinary course of Default shall have occurred and be continuing, WIL or any consolidated Subsidiary may merge into or consolidate or amalgamate with any other Personbusiness), or permit any other Person to merge into purchase, lease or consolidate or amalgamate with it, provided that: otherwise acquire (i) in the case of a merger, a consolidation or an amalgamation involving WIL, if WIL is not the surviving Person, the surviving Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance satisfactory to the Administrative Agent, whereby such surviving Person shall become a party to this Agreement and assume all rights and obligations of WIL hereunder and (B) deliver to the Administrative Agent an opinion of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and (ii) in the case of a merger, a consolidation or an amalgamation involving any Obligor other than WIL, if neither such Obligor, WIL nor another Obligor that is a Wholly-Owned Subsidiary of WIL is the surviving Person, then the surviving Person shall (A) be a Wholly-Owned Subsidiary of WIL after giving effect to such merger, consolidation or amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and substance satisfactory to the Administrative Agent, whereby such surviving Person shall become a party to this Agreement and assume all rights and obligations of such Obligor hereunder and (C) deliver to the Administrative Agent an opinion of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent. (b) Except as permitted by Section 8.02(a)(i), neither WIL nor any consolidated Subsidiary shall, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), ) all or substantially all any part of the property or assets of WIL any Person (excluding any purchases, leases or other acquisitions of property or assets in, and for use in, the ordinary course of business) or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) capital expenditures by the Borrower and its consolidated Subsidiaries, taken as a whole.; (cb) Notwithstanding the foregoing provisions, The investments permitted pursuant to Section 8.06; (i) this Section 8.02 shall The merger or consolidation of any Subsidiary Guarantor with or into the Borrower or another Subsidiary Guarantor or the liquidation or dissolution of any Subsidiary that is not prohibit any Redomestication and a Material Subsidiary or (ii) in the case transfer or other disposition of any transaction specified property by the Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, provided that all Liens granted pursuant to the Security Documents on any property or assets involved in any of the foregoing paragraphs transactions shall remain in full force and effect (awith the same priority as they would have if such transfer pursuant to this clause (ii) and (bhad not occurred), WIL either as a result of any such transfer being made subject to such Liens or as a result of the surviving or transferee entity executing and its consolidated Subsidiaries delivering new Security Documents, in each case to the satisfaction of the Administrative Agent; (d) The Borrower or any Subsidiary Guarantor may make Permitted Acquisitions provided that at least 15 days prior to the date of such acquisition, the Borrower shall have delivered to the Administrative Agent an officer's certificate executed by an authorized officer of the Borrower, which certificate shall (i) contain the date such Permitted Acquisition is scheduled to be consummated, (ii) contained the estimated purchase price of such Permitted Acquisition, (iii) contain a description of the property and/or assets acquired in connection with such Permitted Acquisition, (iv) demonstrate that at the time of making any such Permitted Acquisition the covenants contained in Sections 8.12, 8.13, 8.14 and 8.15 shall be in compliance, complied with on a pro forma basis as if the properties and/or assets so acquired --- ----- had been owned by the Borrower for the 12 month period immediately preceding such acquisition (without giving effect to any credit for unobtained or unrealized gains in connection with such Permitted Acquisition), (v) to the extent applicable, confirms that the Borrower has performed engineering and environmental audits which demonstrate that the representations and warranties of the Borrower contained in this Agreement (including those set forth in Section 6.15) shall be true and correct after giving effect to such transactionPermitted Acquisition, with (vi) confirms that the covenants contained hotel property acquired pursuant to such Permitted Acquisition (or owned by the partnership and/or joint venture in this Article VIII recomputed as which interests have been acquired or to which loans and/or advances have been made pursuant to such Permitted Acquisition) is to be managed by the Borrower and (vii) attach thereto a true and correct copy of the last day of the most recently ended fiscal quarter of WIL as if then proposed purchase agreement or similar agreement, joint venture agreement and/or management agreement entered into in connection with such transaction had occurred on the first day of each relevant period for testing such compliance.Permitted Acquisition; (de) WIL shall not, and shall not permit The Borrower or any other Obligor to, wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, its Subsidiaries may sell any Obligor other than WXX xxx wind up, liquidate or dissolve Transferred Property if (i) (A) the owner percentage determined by dividing the portion of all of EBITDA for the Capital Stock 12-month period most recently ended attributable to such property by the EBITDA for such period less any portion of such Obligor immediately prior EBITDA allocable to each hotel property, if any, previously sold during such event shall be WIL12- month period pursuant to this clause (e)(i) does not exceed 3% and (B) such percentage, when added to each percentage theretofore obtained as a Wholly-Owned Subsidiary result of WILa sale pursuant to this clause (e)(i), the New Parent does not exceed 6% or a direct or indirect Wholly-Owned Subsidiary of the New Parent and (ii) if the -- proceeds of such owner is not then an Obligor, sale consists solely of cash and exceed (x) the product of seven multiplied by the portion of EBITDA for the 12-month period most recently ended attributable to such owner shall execute and deliver property less (y) in the case only of a property to be managed pursuant to a management contract have a term of at least five years by the Borrower or any of its Subsidiaries after giving effect to the Administrative Agent sale, the present value (Aat the time of such sale) a guaranty of (I) the aggregate base fee to be paid under such management contract plus (II) the termination fee, if any, payable thereunder (which may not exceed at any time the present value at such time of the Obligations in form and substance reasonably satisfactory remaining base fees payable thereunder); (f) the Borrower or any of its Subsidiaries may sell any hotel property, land or building (other than any Transferred Property the sale of which is subject to the Administrative Agent, (Bprovisions of Section 8.02(e)) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with such event as the Administrative Agent or any Lender may reasonably request and (C) such other documentation as the Administrative Agent may reasonably request.interest in any Joint Venture;

Consolidation, Merger, or Sale of Assets, etc. (a) WIL WIL-Switzerland shall not, and shall not permit any consolidated Subsidiary of its Consolidated Subsidiaries to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, WIL WIL-Switzerland or any consolidated Consolidated Subsidiary may merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, provided that: (i) in the case of a merger, a consolidation or an amalgamation involving WIL-Switzerland, if WIL WIL-Switzerland is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of WIL WIL-Switzerland hereunder and thereunder and (B) deliver to the Administrative Agent an opinion one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and; (ii) in the case of a merger, a consolidation or an amalgamation involving the Borrower, if the Borrower is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and assume all rights and obligations of the Borrower hereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; (iii) in the case of a merger, a consolidation or an amalgamation involving WILLC at any time that WILLC’s obligations under the Guaranty Agreement have not been released and discharged, if WILLC is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to the Guaranty Agreement and assume all rights and obligations of WILLC thereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; (iv) in the case of a merger, a consolidation or an amalgamation involving any Specified Obligor other than WILat any time that such Specified Obligor’s obligations under the Guaranty Agreement have not been released and discharged, if neither such Specified Obligor, WIL WIL-Switzerland, the Borrower, WILLC nor another Obligor that is a Wholly-Owned Subsidiary of WIL WIL-Switzerland is the surviving or continuing Person, then the surviving or continuing Person shall (A) be a Wholly-Owned Subsidiary of WIL WIL-Switzerland after giving effect to such merger, consolidation or amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this the Guaranty Agreement and assume all rights and obligations of such Obligor hereunder thereunder and (C) deliver to the Administrative Agent an opinion one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and (v) in the case of any such merger, consolidation or amalgamation, the Obligor Parties shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL-Switzerland as if such transaction had occurred on the first day of each relevant period for testing such compliance. (b) Except as permitted by Section 8.02(a)(i), (ii), (iii) and (iv), neither WIL WIL-Switzerland nor any consolidated Subsidiary of the Consolidated Subsidiaries shall, directly or indirectly, in one transaction or a series of transactions, sell, lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), all or substantially all of the assets of WIL WIL-Switzerland and its consolidated Subsidiaries, taken as a whole, except that: (i) WIL-Switzerland and its Subsidiaries may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (including Capital Stock of Subsidiaries) to any Consolidated Subsidiary or Person who will contemporaneously therewith become a Consolidated Subsidiary; and (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (including Capital Stock in its Subsidiaries) to the Borrower or any Consolidated Subsidiary or Person who will contemporaneously therewith become a Consolidated Subsidiary. (c) Notwithstanding the foregoing provisions, (i) this Section 8.02 shall not prohibit any Redomestication and Redomestication; provided that (iii) in the case of any transaction specified a Redomestication of WIL-Switzerland of the type described in the foregoing paragraphs clause (a) and (b), WIL and its consolidated Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL as if such transaction had occurred on the first day of each relevant period for testing such compliance. (d) WIL shall not, and shall not permit any other Obligor to, wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Obligor other than WXX xxx wind up, liquidate or dissolve if (i) the owner of all of the Capital Stock of such Obligor immediately prior to such event shall be WIL, a Wholly-Owned Subsidiary of WILdefinition thereof, the New Parent or a direct or indirect Wholly-Owned Subsidiary of the New Parent and Surviving Person shall (iiA) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (A) a guaranty of the Obligations an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Surviving Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of WIL-Switzerland hereunder and thereunder and (B) an opinion, reasonably satisfactory deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing and (ii) in the case of a Redomestication of WIL-Switzerland of the type described in clause (b) of the definition thereof in which the Person formed pursuant to such matters in connection with Redomestication is a different legal entity than WIL-Switzerland, the Person formed pursuant to such event as Redomestication shall (A) execute and deliver to the Administrative Agent or any Lender may an instrument, in form and substance reasonably request satisfactory to the Administrative Agent, whereby such Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of such Obligor hereunder and thereunder and (CB) such other documentation as deliver to the Administrative Agent may one or more opinions of counsel in form, scope and substance reasonably requestsatisfactory to the Administrative Agent.

Consolidation, Merger, or Sale of Assets, etc. (a) WIL WIL-Switzerland shall not, and shall not permit any consolidated Subsidiary of its Consolidated Subsidiaries to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, WIL WIL-Switzerland or any consolidated Consolidated Subsidiary may merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, provided that: (i) in the case of a merger, a consolidation or an amalgamation involving WIL-Switzerland, if WIL WIL-Switzerland is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of WIL-Switzerland hereunder and thereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; (ii) in the case of a merger, a consolidation or an amalgamation involving WIL, if WIL is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and assume all rights and obligations of WIL hereunder and (B) deliver to the Administrative Agent an opinion one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and; (iiiii) in the case of a merger, a consolidation or an amalgamation involving WII at any time that WII’s obligations under the Guaranty Agreement have not been released and discharged, if WII is not the surviving or continuing Person, the surviving or continuing Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to the Guaranty Agreement and assume all rights and obligations of WII thereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; (iv) in the case of a merger, a consolidation or an amalgamation involving any Obligor other than WIL-Switzerland, WIL or WII, if neither such Obligor, WIL WIL-Switzerland, WIL, WII nor another Obligor that is a Wholly-Owned Subsidiary of WIL WIL-Switzerland is the surviving or continuing Person, then the surviving or continuing Person shall (A) be a Wholly-Owned Subsidiary of WIL WIL-Switzerland after giving effect to such merger, consolidation or amalgamation, (B) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such surviving or continuing Person shall become a party to this Agreement and assume all rights and obligations of such Obligor hereunder and (C) deliver to the Administrative Agent an opinion one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent; and (v) in the case of any such merger, consolidation or amalgamation, the Obligor Parties shall be in compliance, on a pro forma basis after giving effect to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL-Switzerland as if such transaction had occurred on the first day of each relevant period for testing such compliance. (b) Except as permitted by Section 8.02(a)(i), (ii), (iii) and (iv), neither WIL WIL-Switzerland nor any consolidated Subsidiary of the Consolidated Subsidiaries shall, directly or indirectly, in one transaction or a series of transactions, sell, lease, transfer or otherwise dispose of (including by merger, consolidation or amalgamation), all or substantially all of the assets of WIL WIL-Switzerland and its consolidated Subsidiaries, taken as a whole, except that: (i) WIL-Switzerland and its Subsidiaries may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (including Capital Stock of Subsidiaries) to any Consolidated Subsidiary or Person who will contemporaneously therewith become a Consolidated Subsidiary; and (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (including Capital Stock in its Subsidiaries) to any Borrower or any Consolidated Subsidiary or Person who will contemporaneously therewith become a Consolidated Subsidiary. (c) Notwithstanding the foregoing provisions, (i) this Section 8.02 shall not prohibit any Redomestication; provided that (i) in the case of a Redomestication of WIL-Switzerland of the type described in clause (a) of the definition thereof, the Surviving Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Surviving Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of WIL-Switzerland hereunder and thereunder and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent, and (ii) in the case of any transaction specified a Redomestication of WIL-Switzerland of the type described in clause (b) of the foregoing paragraphs definition thereof in which the Person formed pursuant to such Redomestication is a different legal entity than WIL-Switzerland, the Person formed pursuant to such Redomestication shall (aA) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Person shall become a party to this Agreement and the Guaranty Agreement and assume all rights and obligations of such Obligor hereunder and thereunder and (b)B) deliver to the Administrative Agent one or more opinions of counsel in form, WIL scope and its consolidated Subsidiaries shall be in compliance, on a pro forma basis after giving effect substance reasonably satisfactory to such transaction, with the covenants contained in this Article VIII recomputed as of the last day of the most recently ended fiscal quarter of WIL as if such transaction had occurred on the first day of each relevant period for testing such complianceAdministrative Agent. (d) Neither WIL-Switzerland nor WIL shall, and neither WIL-Switzerland nor WIL shall not, and shall not permit any other Obligor to, wind up, liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Specified Obligor other than WXX xxx may wind up, liquidate or dissolve if (i) the owner of all of the Capital Stock of such Specified Obligor immediately prior to such event shall be WIL-Switzerland, a Wholly-Owned Subsidiary of WIL-Switzerland, the New Parent or a direct or indirect Wholly-Owned Subsidiary of the New Parent and (ii) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (A) a guaranty of the Obligations in form and substance reasonably satisfactory to the Administrative Agent, (B) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with such event as the Administrative Agent or any Lender may reasonably request and (C) such other documentation as the Administrative Agent may reasonably request; provided further that WIL-Switzerland shall comply with the conditions set forth in Sections 11.01(d)(i) and 11.01(d)(ii) with respect to any Specified Obligor that is a Borrower (for purposes of this Section 8.02(d), the references to “Borrower Removal Date” in Sections 11.01(d)(i) and 11.01(d)(ii) being understood to refer to the date on which such Borrower winds up, liquidates or dissolves pursuant to this Section 8.02(d)). Notwithstanding anything to the contrary contained herein, in the event that any Borrower shall cease to be a Borrower hereunder as a result of a transaction permitted under this Section 8.02(d), the other Obligors shall remain jointly and severally liable with respect to each Loan made to such Borrower and each Letter of Credit issued for the account of such Borrower outstanding on the date on which such Borrower winds up, liquidates or dissolves pursuant to this Section 8.02(d).