Common use of GUARANTORS MAY CONSOLIDATE, ETC Clause in Contracts

GUARANTORS MAY CONSOLIDATE, ETC. on Certain Terms Subject to Section 12.06 hereof, no Guarantor (including any existing or future Restricted Subsidiary that becomes an additional Guarantor) may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia and expressly assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 12.05, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary of the Company.

GUARANTORS MAY CONSOLIDATE, ETC. on Certain Terms Subject to Section 12.06 hereofTerms. -------------------------------------------------- Nothing contained in this Agreement or in any of the Notes shall prevent any consolidation or merger of a Guarantor with a corporation or corporations (whether or not a member of the Ampex Group or the Sherborne Group), no or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties; provided however, that, with the exception of the possible consolidation of, or merger between, Buffalo Color Corporation (including or any existing or future Restricted Subsidiary successor thereto) and SGI, each Guarantor hereby covenants and agrees that becomes an additional Guarantor) may it shall not consolidate with or merge with or into (whether any other member of the Ampex Group or not the Sherborne Group if such other member is subject to Loan Document Limitations which would impair its ability to perform the Obligations of the Guarantor hereunder to a greater extent than the Loan Document Limitations to which the Guarantor is the surviving Person) another Personsubject; and, whether or not affiliated with such Guarantorprovided further, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the Person formed by or surviving that each Guarantor hereby covenants and agrees that upon any such consolidation or merger (if other than such Guarantor) or to which such salemerger, assignmentthe Guarantee endorsed on the Notes, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws due and punctual performance and observance of all of the United States covenants and conditions of America, any state thereof, or the District of Columbia and expressly assumes all the obligations of this Agreement to be performed by such Guarantor, pursuant to a shall be expressly assumed (in the event that such Guarantor is not the surviving corporation in the merger), by supplemental indenture agreement satisfactory in form to Hillside, executed and substance reasonably satisfactory delivered to Hillside, by the Trustee, under surviving corporation or the Notes and this Indenture and (ii) immediately after giving effect to corporation formed by such transaction, no Default consolidation or Event of Default existsmerger. In connection with any consolidation or merger contemplated by this Section 12.05addition, the Company Guarantor shall deliver to the Trustee prior to the consummation of the proposed transaction Hillside an Officers' Officer's Certificate and an Opinion opinion of Counselcounsel, each stating that such merger or consolidation or merger and such supplemental indenture comply complies with this Article 12 Section 3.3 and that all conditions precedent herein provided relating to such transaction have been complied withsatisfied. The provisions In the case of clause (i) any such consolidation or merger, and upon the assumption by the successor corporation, by supplemental agreement, executed and delivered to Hillside and satisfactory in form to Hillside, of the preceding paragraph shall not apply if Guarantee endorsed upon the Person formed by or surviving Notes and the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary due and punctual performance of all of the Companycovenants and conditions of this Agreement to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor, with the same effect as if it had been named herein as a Guarantor.

GUARANTORS MAY CONSOLIDATE, ETC. on Certain Terms Subject to Terms. Except as otherwise provided in Section 12.06 10.02 and Section 11.05 hereof, no Subsidiary Guarantor (including any existing may sell or future Restricted Subsidiary that becomes an additional Guarantor) may otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, whether other than Holdings, an Issuer or not affiliated with such another Subsidiary Guarantor, unless either: (a) the Person acquiring the property in any such sale or sell, assign, transfer, lease, convey disposition or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia and expressly unconditionally assumes all the obligations of that Subsidiary Guarantor under this Indenture, its Note Guarantee and appropriate Collateral Documents; or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.08 hereof. Clauses (a) and (b) above will not apply to a merger of a Subsidiary Guarantor with or into an Affiliate incorporated or organized for the purpose of changing the legal domicile of such Subsidiary Guarantor, pursuant reincorporating such Subsidiary Guarantor in another jurisdiction or changing the legal form of such Subsidiary Guarantor. The successor Person (if not such Subsidiary Guarantor) will be the successor in interest to a such Subsidiary Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture, and the predecessor Guarantor shall be released from its Notes Guarantee. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance reasonably satisfactory to the TrusteeTrustee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Guarantor. 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. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes and this Indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with will prevent any consolidation or merger contemplated by this Section 12.05of a Guarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the Company shall deliver property of a Guarantor as an entirety or substantially as an entirety to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation Issuers or merger and such supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied withanother Guarantor. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary of the Company.Section 11.05

GUARANTORS MAY CONSOLIDATE, ETC. on Certain Terms Subject to Terms. Except as otherwise provided in Section 12.06 hereof16.04, no Guarantor (including any existing or future Restricted Subsidiary that becomes an additional Guarantorother than a Guarantor whose Note Guarantee is to be released in accordance with Section 16.04) may sell, convey, assign, transfer, lease or otherwise Dispose of all or substantially all of its assets, in one transaction or any series of transactions to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless Person unless: (a) (i) the resulting, surviving or transferee Person formed by is the Guarantor; or (ii) if not the Guarantor, such resulting, surviving any such consolidation or merger transferee Person (if other than such the “Successor Guarantor”) or to which such sale, assignment, transfer, lease, conveyance shall be a corporation or other disposition shall have been made is a Person legal entity organized and existing under the laws of the United States of America, any state State thereof, or the District of Columbia and expressly or any Designated Country; (b) in any such transaction where the Guarantor is not the resulting, surviving or transferee Person, the Successor Guarantor unconditionally assumes all of the Guarantor’s obligations of such Guarantor, under its Note Guarantee and this Agreement pursuant to a supplemental indenture agreement in a form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture and Representative; (iic) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with shall have occurred and be continuing under this Agreement; and (d) in any consolidation transaction where the Guarantor is not the surviving or merger contemplated by this Section 12.05transferee Person, the Company Guarantor shall deliver have delivered to the Trustee prior Representative and Collateral Agent an Officer’s Certificate and Opinion of Counsel (to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counselextent requested by Representative or Collateral Agent), each stating that such consolidation the consolidation, merger, sale, conveyance, assignment, transfer, lease or merger other disposition and such supplemental indenture comply agreement complies with this Article 12 Agreement and that all conditions precedent herein provided for in this Agreement relating to such transaction have been complied with. The provisions For purposes of clause (i) this Section 16.03, the sale, conveyance, transfer or lease of all or substantially all of the preceding paragraph shall properties and assets of one or more Subsidiaries of the Guarantor to another Person that is not apply if the Person formed by or surviving the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary of the Company.Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Guarantor and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Guarantor of all or substantially all of its consolidated properties and assets to another Person. In case of any such consolidation, merger, sale or conveyance and, if required by this Agreement, upon the assumption by the Successor Guarantor, by supplemental agreement, executed and delivered to the Representative and satisfactory in form to the Representative, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Agreement to be performed by the Guarantor, such Successor Guarantor will succeed to and, except in the case of a lease of all or substantially all of the consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole, shall be substituted for the Guarantor, with the same effect as if it had been named herein as the Guarantor, and the Guarantor (except in the case of a lease of all or substantially all of the consolidated properties or assets of the Guarantor and its

GUARANTORS MAY CONSOLIDATE, ETC. on Certain Terms Subject to Section 12.06 hereof, no Guarantor (including any existing or future Restricted Subsidiary that becomes an additional Guarantor) may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, Person whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person corporation organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia and expressly assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 12.05, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary of the Company.