Common use of Guarantor May Consolidate, etc., on Certain Terms Clause in Contracts

Guarantor May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.4, a Guarantor may not sell, convey, transfer or otherwise dispose of all or substantially all of its property or assets to, or consolidate with or merge with or into another Person, other than the Company, unless: immediately after giving effect to such transaction, no Default or Event of Default exists or shall be caused by such transaction; and either: the applicable Guarantor is the surviving Person; or the Person acquiring the property or assets in any such sale, conveyance, transfer or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of the Guarantor pursuant to a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set forth herein or therein. In case of any such consolidation, merger, sale, conveyance, transfer or disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as the Guarantor; provided, however, that no such sale, conveyance, transfer or disposition shall have the effect of releasing the Person named as the "Guarantor" of this Indenture or any successor Person which shall theretofore have become such in the manner prescribed in this Article 11 from its liability as obligor on the Note Guarantee. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company, or will prevent any sale, conveyance, transfer or disposition of the property of the Guarantor as an entirety or substantially as an entirety to the Company.

Guarantor May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor agrees that, unless its Guarantee is being concurrently released in this conformity with Section 11.410.4, a Guarantor it may not sell, convey, transfer sell or otherwise dispose of all or substantially all of its property or assets toassets, or consolidate with or merge with or into another Person, other than the Company, unless: immediately after giving effect to (whether or not such transaction, no Default or Event of Default exists or shall be caused by such transaction; and either: the applicable Guarantor is the surviving Person; ) another corporation, Person or entity whether or 84 not affiliated with such Guarantor unless either (a) the Guarantor will be the continuing corporation (in the case of a consolidation or merger involving the Guarantor ) or (b) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person acquiring the property or assets in any such which acquires by sale, assignment, conveyance, transfer transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Guarantor Surviving Entity”) will be duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person formed expressly assumes, by or surviving any such consolidation or merger unconditionally assumes a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Guarantor pursuant under its Guarantee and this Indenture and the Registration Rights Agreement, as the case may be, and the Guarantee and this Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented and at the time of the transaction the Guarantor or the Guarantor Surviving Entity will have delivered, or caused to a supplemental indenture executed and delivered be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, under an Officers’ Certificate and an Opinion of Counsel, each to the Notes, this Indenture and the Note Guarantee on the terms set forth herein or therein. In case of any effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer transfer, lease or disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes other transaction and the due and punctual performance of all of the covenants and conditions of supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to be performed by such Guarantor, such successor Person will succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as the Guarantor; provided, however, that no such sale, conveyance, transfer or disposition shall have the effect of releasing the Person named as the "Guarantor" of this Indenture or any successor Person which shall theretofore have become such in the manner prescribed in this Article 11 from its liability as obligor on the Note Guarantee. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not transaction have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company, or will prevent any sale, conveyance, transfer or disposition of the property of the Guarantor as an entirety or substantially as an entirety to the Companycomplied with.

Guarantor May Consolidate, etc., on Certain Terms. Except as otherwise provided The Guarantor shall not consolidate with or merge into any other Person (in this Section 11.4, a transaction in which the Guarantor may is not sell, the surviving entity) or convey, transfer or otherwise dispose of all or lease its properties and assets substantially all of its property or assets to, or consolidate with or merge with or into another as an entirety to any Person, other than the Company, unless: immediately after giving effect to such transaction, no Default or Event of Default exists or shall be caused by such transaction; and either: the applicable Guarantor is the surviving Person; or the Person acquiring the property or assets in any such sale, conveyance, transfer or disposition or unless (a) the Person formed by or surviving any such consolidation or merger unconditionally assumes all into which the obligations Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor pursuant to substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, under the Notes, due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture and the Note Guarantee on the terms set forth herein or therein. In case part of any such consolidation, merger, sale, conveyance, transfer or disposition and upon the assumption by the successor PersonGuarantor to be performed, by supplemental indenture, executed and delivered to the Trustee and indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person and the Company (if other than the Guarantor) formed by such consolidation or into which the Guarantor shall have been merged or by the Person which shall have acquired the Guarantor’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, the Company or any Subsidiary as a result of such successor Person will succeed to transaction as having been incurred by the Guarantor, the Company or any Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be substituted for continuing; and (c) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such Guarantor with the same effect as if it had been named herein as the Guarantor; providedconsolidation, however, that no such salemerger, conveyance, transfer or disposition lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.03 shall not apply to (i) the effect merger or consolidation of releasing the Person named as Guarantor with one of its affiliates, if the "Board of Directors determines in good faith that the purpose of such transaction is principally to change the Guarantor" ’s state of this Indenture incorporation or convert the Guarantor’s form of organization to another form, or (ii) the merger of the Guarantor with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor Person which shall theretofore have become such in the manner prescribed in this Article 11 from its liability as obligor on the Note Guarantee. Such successor Person thereupon may cause to be signed any or all provision) of the Note Guarantees to be endorsed upon all General Corporation Law of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms State of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofDelaware. Nothing contained in this Indenture Article shall apply to, limit or in impose any of requirements upon the Notes will prevent any consolidation or merger of a Guarantor with or any Person into the CompanyGuarantor where the Guarantor is the survivor of such transaction, or will prevent the acquisition by the Guarantor, by purchase or otherwise, of all or any sale, conveyance, transfer or disposition part of the property of any other Person (whether or not affiliated with the Guarantor as an entirety or substantially as an entirety to the CompanyGuarantor).