Common use of Limitation on Fundamental Changes Clause in Contracts

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 45 contracts

Samples: First Lien Credit Agreement (HireRight Holdings Corp), First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (HireRight Holdings Corp)

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Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business units, assets or other propertiesassets, except that:

Appears in 43 contracts

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co), Credit Agreement, Credit Agreement

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation merger or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 38 contracts

Samples: Term Loan Credit Agreement (ITC Holdings Corp.), Amendment and Restatement Agreement (ITC Holdings Corp.), Amendment and Restatement Agreement (ITC Holdings Corp.)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 23 contracts

Samples: Credit Agreement (HCA Healthcare, Inc.), Credit Agreement (HCA Healthcare, Inc.), Joinder Agreement (HCA Healthcare, Inc.)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 19 contracts

Samples: Intercreditor Agreement (OneStream, Inc.), Credit Agreement (Academy Sports & Outdoors, Inc.), Credit Agreement (Applovin Corp)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4, 10.5 or 10.6, the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets or other properties, except that:

Appears in 14 contracts

Samples: And Restatement Agreement (Baldwin Insurance Group, Inc.), Credit Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Snap One Holdings Corp.)

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 13 contracts

Samples: Credit Agreement (Range Resources Corp), Credit Agreement (Samson Resources Corp), Second Lien Intercreditor Agreement (Samson Resources Corp)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any mergermerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 11 contracts

Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), Credit Agreement (Canada Goose Holdings Inc.), First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other propertiesproperties (including, in each case, pursuant to a Delaware LLC Division), except that:

Appears in 10 contracts

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.), First Lien Credit Agreement (BrightSpring Health Services, Inc.), Lien Credit Agreement (BrightSpring Health Services, Inc.)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 9 contracts

Samples: Credit Agreement (HCA Healthcare, Inc.), Restatement Agreement (HCA Holdings, Inc.), Credit Agreement (HCA Holdings, Inc.)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 8 contracts

Samples: Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.), Credit Agreement (Falcon Minerals Corp)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, division, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 6 contracts

Samples: Credit Agreement (Infinity Natural Resources, Inc.), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Limitation on Fundamental Changes. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 6 contracts

Samples: Credit Agreement (WideOpenWest Finance, LLC), Credit Agreement (WideOpenWest Finance, LLC), Credit Agreement (WideOpenWest Finance, LLC)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all its business units, assets or other properties, except that:

Appears in 6 contracts

Samples: Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Financial Holdings Inc.)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 5 contracts

Samples: Credit Agreement (Energy Future Competitive Holdings CO), Intercreditor Agreement (Energy Future Intermediate Holding CO LLC), Credit Agreement (Energy Future Intermediate Holding CO LLC)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose consummate the Disposition of, all or substantially all its business units, assets or other properties, except that:

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Avaya Holdings Corp.), Term Loan Credit Agreement (Avaya Holdings Corp.), Credit Agreement (Avaya Holdings Corp.)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of, all or substantially all its business units, assets or other properties, except that:

Appears in 4 contracts

Samples: Junior Lien Intercreditor Agreement (Vistra Energy Corp), Junior Lien Intercreditor Agreement (Energy Future Competitive Holdings Co LLC), Security Agreement (Energy Future Competitive Holdings Co LLC)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 (other than Section 10.4(d)) or Section 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 4 contracts

Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 4 contracts

Samples: Possession Credit Agreement (EP Energy LLC), Credit Agreement (Athlon Energy Inc.), Credit Agreement (Athlon Energy Inc.)

Limitation on Fundamental Changes. The (A) Each of Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 4 contracts

Samples: Credit Agreement (Sealy Corp), Credit Agreement (Sealy Corp), Credit Agreement (Sealy Corp)

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other propertiesassets, except that:

Appears in 4 contracts

Samples: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Chesapeake Energy Corp)

Limitation on Fundamental Changes. The Except as permitted by Sections 11.4 or 11.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 4 contracts

Samples: Credit Agreement (California Resources Corp), Collateral Agency Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Limitation on Fundamental Changes. The Except as permitted by Sections 11.4 or 11.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 4 contracts

Samples: Credit Agreement, Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all its business units, assets or other properties, except that:

Appears in 3 contracts

Samples: Extension and Incremental Assumption Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)

Limitation on Fundamental Changes. The Borrower will not, and the Borrower will not permit any of the its Restricted Subsidiaries (other than any Dormant Subsidiaries) to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 3 contracts

Samples: Credit Agreement (Laureate Education, Inc.), Second Lien Intercreditor Agreement (Laureate Education, Inc.), Collateral Agreement (Laureate Education, Inc.)

Limitation on Fundamental Changes. The Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except as permitted by Section 5.4, or create or acquire any Subsidiary, or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its property, business units, assets or other propertiesassets, except that:that the Borrower may consummate Acquisitions permitted by Section 6.7(d).

Appears in 3 contracts

Samples: Credit and Term Loan Agreement (Quiksilver Inc), Term Loan Agreement (Quiksilver Inc), Revolving Credit Agreement (Quiksilver Inc)

Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 3 contracts

Samples: Credit Agreement (Dollar General Corp), Abl Credit Agreement (Dollar General Corp), Abl Credit Agreement (Dollar General Corp)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all its business units, assets or other properties, except that:

Appears in 3 contracts

Samples: Credit Agreement (LPL Investment Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger(i) merge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), ) or (ii) convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and nor will not it permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Security Agreement (Serena Software Inc), Credit Agreement (Serena Software Inc)

Limitation on Fundamental Changes. The (A) Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Rockwood Holdings, Inc.), Security Agreement (Rockwood Holdings, Inc.)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any cause each of the its Restricted Subsidiaries not to, enter into any merger, consolidation or amalgamationamalgamation with any Person, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets to any Person, assets or other properties, except thatexcept:

Appears in 2 contracts

Samples: Credit Agreement (Radio One Inc), Credit Agreement (Radio One, Inc.)

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Collateral Agreement (Roan Resources, Inc.), Pledge Agreement (Roan Resources, Inc.)

Limitation on Fundamental Changes. The Each Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except thatexcept:

Appears in 2 contracts

Samples: Credit Agreement (Big Heart Pet Brands), Credit Agreement (Del Monte Foods Co)

Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose consummate the Disposition of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Avaya Holdings Corp.), Abl Security Agreement (Avaya Holdings Corp.)

Limitation on Fundamental Changes. The the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Skillsoft Corp.), Credit Agreement (Skillsoft Corp.)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Amsurg Corp), Credit Agreement (Amsurg Corp)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up up, strike-off or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Del Frisco's Restaurant Group, Inc.), Credit Agreement (Del Frisco's Restaurant Group, Inc.)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Abl Credit Agreement (Claire's Holdings LLC), Term Loan Credit Agreement (Claire's Holdings LLC)

Limitation on Fundamental Changes. The No Borrower will, and no Borrower will not, and will not permit any of the its respective Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.)

Limitation on Fundamental Changes. The Borrower Except as expressly permitted by Section 9.4 or 9.5, the Obligors will not, and will not permit any of the Restricted Borrower Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Univar Inc.), Abl Credit Agreement (Univar Inc.)

Limitation on Fundamental Changes. The Borrower will shall not, and will shall --------------------------------- not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamationamalgamation (other than the Merger), or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or create or acquire any Subsidiary or Affiliate (unless the documents required by Section 5.11 are executed and delivered) or convey, sell, lease, assign, transfer or otherwise dispose of, of (including by making any Station subject to any local marketing or similar agreement) all or substantially all of its property, business units, assets or other properties, except that:assets.

Appears in 2 contracts

Samples: Term Loan Agreement (Entravision Communications Corp), Term Loan Agreement (Entravision Communications Corp)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, divide, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 2 contracts

Samples: Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.)

Limitation on Fundamental Changes. The Borrower will not, and nor will not it permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets, assets or other properties, except thatexcept:

Appears in 1 contract

Samples: Credit Agreement (Polo Ralph Lauren Corp)

Limitation on Fundamental Changes. The (a) Subject to 9.14(c), the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Revolving Credit Agreement (Kindercare Learning Centers Inc /De)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Term Loan Credit Agreement (Toys R Us Inc)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Brunos Inc)

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Limitation on Fundamental Changes. The Borrower Borrowers will not, and will not permit any of the their Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Bountiful Co)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 9.4 or 9.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Restatement Agreement (Univar Inc.)

Limitation on Fundamental Changes. The Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Collateral Agreement (Blue Buffalo Pet Products, Inc.)

Limitation on Fundamental Changes. The Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets, assets except, so long as no Default or other propertiesEvent of Default has occurred and is continuing or would result therefrom, except that:and provided that the Existing Credit Agreement has not expired or terminated.

Appears in 1 contract

Samples: Credit Agreement (Univision Communications Inc)

Limitation on Fundamental Changes. The Except as permitted by Section 8.4 or 8.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Possession Credit Agreement (Energy Future Holdings Corp /TX/)

Limitation on Fundamental Changes. The Except as expressly ---------------------------------- permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Borden Chemicals & Plastics Limited Partnership /De/)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Legacy Reserves Inc.)

Limitation on Fundamental Changes. The Borrower and the Parent GuarantorsGuarantor will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (WideOpenWest, Inc.)

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any division, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Denbury Inc)

Limitation on Fundamental Changes. The Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Visant Corp)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets, assets or other properties, except thatexcept:

Appears in 1 contract

Samples: Credit Agreement (Fah Co Inc)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Borden Chemicals & Plastics Limited Partnership /De/)

Limitation on Fundamental Changes. The Borrower will not, and the Borrower will not permit any of the its Restricted Subsidiaries (other than any Dormant Subsidiaries) to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer -148- EAST\169633878.2 US-DOCS\137883688.9 any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

Limitation on Fundamental Changes. The Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except as permitted by Section 5.4, or create or acquire any Subsidiary, or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its property, business units, assets or other propertiesassets, except that:that the Borrower may consummate Acquisitions permitted by Section 6.7.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Quiksilver Inc)

Limitation on Fundamental Changes. The Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted its Subsidiaries to, enter into any division, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Denbury Resources Inc)

Limitation on Fundamental Changes. The Except as expressly permitted by Section β€Ž10.4, β€Ž10.5 or 10.6, the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (MultiPlan Corp)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Wki Holding Co Inc)

Limitation on Fundamental Changes. The (A) Except as expressly permitted by Section 10.4, each of Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Senior Unsecured Credit Agreement (Sealy Corp)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 12.4 or 12.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Texas Genco Inc.)

Limitation on Fundamental Changes. The Borrower will shall not, and will shall --------------------------------- not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets, assets or other propertiesmake any material change in its present method of conducting business, except thatexcept:

Appears in 1 contract

Samples: Credit Agreement (Geerlings & Wade Inc)

Limitation on Fundamental Changes. The Such Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business unitsor assets, assets or other propertiesmake any material change in its present method of conducting business, except thatexcept:

Appears in 1 contract

Samples: Loan Agreement (Thermoenergy Corp)

Limitation on Fundamental Changes. The Borrower will shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)

Limitation on Fundamental Changes. The Borrower will shall not, and will each of WTI, LP and the Borrower shall not permit any of the Restricted Borrower's Subsidiaries to, directly or indirectly, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets Property or other propertiesbusiness, except that:

Appears in 1 contract

Samples: Credit Agreement (Worldspan L P)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose consummate the Disposition of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Possession Credit Agreement (Avaya Holdings Corp.)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 or 10.5 the Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other propertiesassets, except that:

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Limitation on Fundamental Changes. The Except as expressly permitted by Section 10.2.4 or 10.2.5, each Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Loan, Security and Guarantee Agreement (South Texas Supply Company, Inc.)

Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into consummate any merger, consolidation or amalgamation, or divide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Mirion Technologies, Inc.)

Limitation on Fundamental Changes. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:.

Appears in 1 contract

Samples: Possession Credit Agreement (California Resources Corp)

Limitation on Fundamental Changes. The Except as permitted by Section 10.4 (other than Section 10.4(d)) or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose Dispose of, all or substantially all its business units, assets or other properties, except that:

Appears in 1 contract

Samples: Credit Agreement (Talos Energy Inc.)

Limitation on Fundamental Changes. The Borrower Borrowers will not, and will not permit any of the Restricted Subsidiaries to, enter into any mergermerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties, except that:: LEGAL_US_E # 168232906.7

Appears in 1 contract

Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)

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