Common use of Consolidation, Mergers and Sales of Assets Clause in Contracts

Consolidation, Mergers and Sales of Assets. No Loan Party shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party may consolidate or merge with another Person (other than a Loan Party) if such Loan Party is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Consolidated Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Consolidated Subsidiary with the Company) if the Company or such Loan Party Consolidated Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Consolidated Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Consolidated Subsidiary may consolidate or merge with or into any other Eligible Consolidated Subsidiary, so long as an Eligible a Consolidated Subsidiary is the Person surviving such consolidation or merger, merger and (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided senior unsecured long-term debt ratings assigned by S&P, Xxxxx’x and Fitch, respectively, to the Administrative Agent and Holding Company are no lower than those assigned to the Lenders 30 days Company immediately prior notice of to the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party The Borrower shall not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfertransfer (excluding, for the avoidance of doubt, the creation of any Lien permitted under Section 5.08), directly or indirectly, all or substantially all of the assets of the Parent Borrower and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Borrower may consolidate or merge with another Person (other than a Loan Party) if such Loan Party the Borrower is the entity surviving such consolidation or merger and if, immediately after giving effect to such mergermerger or consolidation, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent[reserved], (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, [reserved] and (D) the Parent Borrower may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Borrower under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent Borrower shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than and, if the Parent) may sellHolding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, lease or otherwise transfer its assets to the Parent or to a Consolidated SubsidiaryBeneficial Ownership Certification.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Consolidated Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Consolidated Subsidiary with the Company) if the Company or such Loan Party Consolidated Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Consolidated Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Consolidated Subsidiary may consolidate or merge with or into any other Eligible Consolidated Subsidiary, so long as an Eligible a Consolidated Subsidiary is the Person surviving such consolidation or merger, (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided the Administrative Agent senior unsecured long-term debt ratings assigned by S&P, Xxxxx’x and the Lenders 30 days prior notice of Fitch, respectively, to the Holding Company Reorganization, and are no lower than those assigned to the Company immediately prior to the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act Reorganization and (E) any Loan Party (other than the Parent) Consolidated Subsidiary may sell, lease or otherwise transfer its assets to the Parent Company or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party may consolidate or merge with another Person (other than a Loan Party) if such Loan Party is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be 59 continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary. Section 5.10.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all any substantial part of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Consolidated Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Consolidated Subsidiary with the Company) if the Company or such Loan Party Consolidated Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred 41 and be continuing, (B) the Company and any Loan Party Consolidated Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Consolidated Subsidiary may consolidate or merge with or into any other Eligible Consolidated Subsidiary, so long as an Eligible a Consolidated Subsidiary is the Person surviving such consolidation or merger, merger and (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided senior unsecured long-term debt ratings assigned by S&P, Mxxxx’x and Fitch, respectively, to the Administrative Agent and Holding Company are no lower than those assigned to the Lenders 30 days Company immediately prior notice of to the Holding Company Reorganization, and the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and (E) any Loan Party (other than the Parent) may sell, lease or otherwise transfer its assets to the Parent or to a Consolidated Subsidiary.

Consolidation, Mergers and Sales of Assets. No Loan Party shall Neither the Company nor any Eligible Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party the Company and any Eligible Subsidiary may consolidate or merge with another Person (other than a Loan Partymerger of a Eligible Subsidiary with the Company) if the Company or such Loan Party Eligible Subsidiary is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Loan Party Eligible Subsidiary may consolidate or merge with any each other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower Company is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal an entity organized under the laws of a country that is a member any State of the Organization for Economic Cooperation and Development United States of America and (2) shall have assumed all obligations of the Principal Borrower Company under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with or into any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent Company may consummate a Holding Company Reorganization so long as after giving effect thereto, (vw) no Default shall have occurred and be continuing, (wx) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent Company under this AgreementAgreement and its Notes, (xy) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining substantially to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) effect of Exhibit B hereto and such other evidence of compliance herewith as the Administrative Agent may reasonably request request, all in form and substance reasonably satisfactory to the Administrative Agent Agent, and (yz) the Parent shall have provided the Administrative Agent senior unsecured long-term debt ratings assigned by S&P, Xxxxx’x and the Lenders 30 days prior notice of Fitch, respectively, to the Holding Company Reorganization, and are no lower than those assigned to the Company immediately prior to the Holding Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other information relating to such Holding Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act Reorganization and (E) any Loan Party (other than the Parent) Eligible Subsidiary may sell, lease or otherwise transfer its assets to the Parent Company or to a Consolidated Subsidiary.