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

Consolidation, Merger, or Sale of Assets, etc. Whether in one transaction or a series of transactions, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of any item of Collateral or agree to do or suffer any of the foregoing, except: (a) any Credit Party may merge with and into, or transfer assets to, another Credit Party; provided, however, that if any such transaction involves the Borrower, then the Borrower must be the surviving entity in each such transaction; (b) any Credit Party that is a production services company may dissolve so long as all of the assets owned by such production services company, if any, are transferred to another Credit Party; (c) any Guarantor that is a production services company may dissolve so long as all of the assets owned by such Guarantor, if any, are transferred to another Credit Party or sold for fair market value; (d) any sale, transfer, assignment or other disposition of used, obsolete, worn out or surplus equipment or property; (e) licenses and sales of Items of Product, or of rights therein, (b) dispositions of any non-material items of Collateral and (c) dispositions of development properties for fair market value or the actual development costs of the Credit Parties, in each case in the ordinary course of business; (f) any sale, transfer or assignment to a Co-Financing Venture Entity pursuant to an Approved Co-Financing Venture Transaction; (g) as permitted under Section 6.7 or 6.8; and (h) Liens permitted by Section 6.2.

Consolidation, Merger, or Sale of Assets, etc. Whether in one transaction or a series of transactions, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of any item of Collateral or agree to do or suffer any of the foregoing, except: (a) any Credit Party may merge with and into, or transfer assets to, another Credit Party; provided, however, that if any such transaction involves the Borrower, then the Borrower must be the surviving entity in each such transaction; (b) any Credit Party that is a production services company may dissolve so long as all of the assets owned by such production services company, if any, are transferred to another Credit Party; (c) any Guarantor that is a production services company may dissolve so long as all of the assets owned by such Guarantor, if any, are transferred to another Credit Party or sold for fair market value; (d) any sale, transfer, assignment or other disposition of used, obsolete, worn out or surplus equipment or property; (ea) licenses and sales of Items of Product, or of rights therein, (b) dispositions of any non-material items of Collateral and (c) dispositions of development properties for fair market value or the actual development costs of the Credit Parties, in each case in the ordinary course of business; (f) any sale, transfer or assignment to a Co-Financing Venture Entity pursuant to an Approved Co-Financing Venture Transaction; (g) as permitted under Section 6.7 or 6.8; and (h) Liens permitted by Section 6.2.