Common use of Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property Clause in Contracts

Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property. except under Certain Conditions. The Company covenants that it will not merge with or into or consolidate with or convert into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any other Person, unless: (a) either the Company shall be the surviving Person, or the successor Person (if other than the Company) formed by such consolidation or into which the Company shall be merged or the Person which acquires by sale, assignment, transfer, lease or conveyance all or substantially all of the properties and assets of the Company shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance and observance of all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein) and the Remarketing Agreement (if the Company has executed a Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such entity; and (b) the Company or such successor corporation is not, immediately after such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, in default of its obligations under the Purchase Contracts, this Agreement and the Remarketing Agreement. In the event of any such merger, consolidation, conversion, sale, assignment, transfer or conveyance (in each case, other than by way of a lease) the predecessor company may be dissolved, wound up and liquidated at any time thereafter.

Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property. except under Certain Conditions. The Company covenants that it will not merge with or into or into, consolidate with or convert into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any other Person, unless: (a) either the Company shall be the surviving Person, or the successor Person (if other than the Company) formed by such consolidation or into which the Company shall be merged or the Person which acquires by sale, assignment, transfer, lease conveyance or conveyance all or substantially all of transfer the properties and assets of the Company substantially as an entirety shall be a corporation Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance and observance of all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein) ), the Indenture and the Remarketing Agreement (if the Company has executed a Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such entity; and (b) the Company or such successor corporation Person is not, immediately after such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, in default of its obligations under the Purchase Contracts, this Agreement Agreement, the Indenture and the Remarketing Agreement. In the event of any such merger, consolidation, conversion, sale, assignment, transfer or conveyance (in each case, other than by way of a lease) ), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter.

Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property. except under Certain Conditions. The Company covenants that it will not merge with or into or consolidate with or convert into any other Person or sell, assignconvey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any other Person, unless: (a) either the Company shall be the surviving Personcontinuing corporation, or the successor Person (if other than the Company) formed by such consolidation or into which the Company shall be merged or the Person which acquires by sale, assignment, transfer, lease or conveyance all or substantially all of the properties and assets of the Company shall be a corporation or limited liability company organized and existing under the laws of the United States of America or any State a state thereof or the District of Columbia and such corporation or limited liability company, as the case may be, shall expressly assume the due and punctual performance and observance of all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein), the Indenture (including any supplement thereto) and the Remarketing Agreement (if the Company has executed a Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such entitycorporation or limited liability company, as the case may be; and (b) the Company or such successor corporation is or limited liability company, as the case may be, shall not, immediately after such merger, merger or consolidation, conversion, or such sale, assignment, transfer, lease or conveyance, transfer or other disposition, be in default of its payment obligations under the Purchase Contracts, this Agreement and Agreement, the Indenture (including any supplement thereto) or the Remarketing AgreementAgreement or in material default in the performance of any other covenants under any of the foregoing agreements. In the event of any such merger, consolidation, conversion, sale, assignment, transfer or conveyance (in each case, other than by way of a lease) ), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter.

Covenant Not To Consolidate, Merge, Convey, Transfer or Lease Property. except Except under Certain Conditions. The Company covenants that it will not (a) consolidate with, convert into, or merge with or into, any other Person or permit any other Person to consolidate with, convert into, or merge with or into such Issuer in a transaction in which such Issuer is not the surviving or consolidate with continuing Person, or (b) directly or convert into any other Person or indirectly sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any other Person, unlessunless in the case of clauses (a) and (b) of this covenant: (ai) either the Company shall be the surviving Personin a transaction in which such Issuer does not survive or in which such Issuer sells, assigns, transfers, leases, conveys or the successor Person (if other than the Company) formed by such consolidation or into which the Company shall be merged or the Person which acquires by sale, assignment, transfer, lease or conveyance otherwise disposes of all or substantially all of its assets, the properties and assets of the Company shall be a corporation successor entity to such Issuer is organized and existing under (i) the laws of the United States of America or any State thereof or the District of Columbia or (ii) the laws of the Netherlands and which, in the case of any of the events under subclause (i) or (ii) shall expressly assume the due assume, by a supplemental agreement executed and punctual performance and observance of all the obligations of the Company under delivered to the Purchase ContractsContract Agent, this Agreement (including the Pledge provided for herein) and the Remarketing Agreement (if the Company has executed in a Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent Agent, all of the Issuers’s obligations, as modified pursuant to Section 9.2 hereof, under the Purchase Contracts, the Purchase Contract Agreement, the Pledge Agreement and the Collateral AgentRemarketing Agreement; (ii) immediately before and after giving effect to such transaction, executed neither the Issuers nor any successor entity shall be in default of payment obligations under the Purchase Contracts, the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement or in material default in the performance of any other covenants under such agreements; and (iii) the Issuers and the successor Person have delivered to the Purchase Contract Agent an Officers’ Certificate and the Collateral Agent by an Opinion of Counsel each stating that such entity; and (b) the Company or such successor corporation is notconsolidation, immediately after such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, in default of its obligations under the Purchase Contractslease, acquisition or transfer and such supplemental agreement comply with this Agreement Article Nine and the Remarketing Agreement. In the event of any that all conditions precedent herein provided for relating to such merger, consolidation, conversion, sale, assignment, transfer or conveyance (in each case, other than by way of a lease) the predecessor company may be dissolved, wound up and liquidated at any time thereaftertransaction have been complied with.