Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, 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: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the its Restricted Subsidiaries to, consummate enter into 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: Section 450. (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower; provided that the Borrower shall be the continuing or surviving corporation; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) the Parent Borrower or such other Borrower a Restricted Subsidiary shall be the continuing or surviving Person or (B) if the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Borrower (Guarantor, such other Person, the “Successor Borrower”), (1) the Successor Borrower Person shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable execute a supplement to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement Guarantee and the other Credit relevant Security Documents pursuant to a supplement hereto or thereto in a form and substance reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party Agent in order to such merger, amalgamation or consolidation, shall have by become a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor Guarantor and each Subsidiary pledgor, unless it is mortgagor and grantor, as applicable, thereunder for the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor benefit of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3)Secured Parties, and (6iii) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantee Guarantees and the perfection and priority of the Liens under the applicable Security Documents Documents; (it being understood that if c) the foregoing are satisfied, the Successor Borrower will succeed to, and Transactions may be substituted for, the applicable Borrower under this Agreement);consummated; -131-#89847286v15
Appears in 1 contract
Limitation on Fundamental Changes. The Borrower and the Parent Borrower Guarantors will not, and will not permit any of the Restricted Subsidiaries to, consummate enter into 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: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, (a) (i) any Subsidiary of the Borrower or any other Person may be merged or consolidated with or into the Borrower; provided that the Borrower shall be the continuing or surviving entity; (ii) any Parent Company may be merged or consolidated with or into Holdings; provided that Holdings shall be the continuing or surviving entity; and (iii) any Parent Company may be merged or consolidated with or into any other Parent Company; provided that a Parent Company shall be the continuing or surviving entity; (b) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Parent Borrower or any other Borrower; provided that (Ai) in the Parent Borrower case of any merger, amalgamation or such other Borrower consolidation involving one or more Restricted Subsidiaries, a Restricted Subsidiary shall be the continuing or surviving Person or entity, and (Bii) if in the Person formed by or surviving case of any such merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving entity; (c) (i) any Restricted Subsidiary that is not a Borrower Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (such other Personupon voluntary liquidation or otherwise) to the Borrower, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia a Subsidiary Guarantor or any other jurisdiction reasonably acceptable Restricted Subsidiary of the Borrower, subject to the Administrative Agent, compliance with Section 10.5(g) and (2ii) the Successor Borrower shall expressly assume or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to other Persons (including by way of merger, in the obligations case of a Restricted Subsidiary), so long as such sale, lease, transfer or other disposition (x) does not constitute a sale, lease, transfer or other disposition of all or substantially all of the Parent business units, assets or properties of the Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to its Restricted Subsidiaries, taken as a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3)whole, and (6y) the Successor Borrower shall have delivered is in compliance with Section 10.4; (d) any Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, Borrower or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement)any Guarantor;
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Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of any Loan Party, liquidate or other propertiesdissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition involving the Parent sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Person may be mergedto another Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may sell, transfer, lease or such other Borrower shall be the continuing or surviving Person or otherwise dispose of its assets to a Non-Guarantor except as permitted pursuant to Section 6.07, and (B) after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (v) any Subsidiary may liquidate or dissolve if the Person formed by Borrower determines in good faith that such liquidation or surviving dissolution is in the interest of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation or consolidation merger involving a Person that is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party wholly owned Subsidiary immediately prior to such merger, amalgamation or consolidation, merger shall have not be permitted unless also permitted by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);Section 6.06 regarding
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the its Restricted Subsidiaries to, consummate enter into any merger, consolidation 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: Section 450. (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or or, consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person corporation or (B) if the Person formed by or surviving any such merger, amalgamation amalgamation, or consolidation is not a the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated organized or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agentterritory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation amalgamation, or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation amalgamation, or consolidation, shall have have, by a supplement to any applicable Security Document Document, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation amalgamation, or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower Xxxxxxxx will succeed to, and be substituted for, the applicable Borrower under this Agreement);; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, -128-
Appears in 1 contract
Limitation on Fundamental Changes. The Parent 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, consummate any merger, consolidation or amalgamation, or divide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (including, in each case, pursuant to a Delaware LLC Division), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all of its business units, assets or and other properties, except that: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, (a) any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any the Borrower may Dispose of all or substantially all of its assets and other Borrowerproperties; provided that (Ai) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or (B) if consolidation where the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger, amalgamation or consolidation is not (if other than the Borrower) or in connection with a Borrower (such other PersonDisposition of all or substantially all of the Borrower’s assets, the “Successor Borrower”)transferee of such assets or properties, (1) the Successor Borrower shall shall, in each case, be an entity organized, incorporated organized or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable territory thereof (the Borrower or such Person, as the case may be, being herein referred to as the Administrative Agent“Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, and (3iii) if such merger, amalgamation, consolidation or Disposition involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation, consolidation, or Disposition, is not a Restricted Subsidiary of the Borrower (A) subject to Section 1.11, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing after giving effect to such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation, consolidation or Disposition, (B) each Guarantor, unless it is the other party to such merger, amalgamation amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have by a supplement to any applicable Security Document affirmed the Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation amalgamation, consolidation or consolidationDisposition or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3), and (6E) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, consolidation or consolidation Disposition and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens on the Collateral under the applicable Security Documents Documents, (it being understood F) if reasonably requested by the Administrative Agent, the Borrower shall be required to deliver to the Administrative Agent an opinion of counsel to the effect that such merger, amalgamation, consolidation or Disposition does not breach or result in a default under this Agreement or any other Credit Document and (G) such merger, amalgamation, consolidation or Disposition shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5 or Section 10.6; provided, further, that, if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the applicable Borrower under this AgreementAgreement (provided, further, that, in the event of a Disposition of all or substantially all of the Borrower’s assets or property to a Successor Borrower (which is not the Borrower) as set forth above and notwithstanding anything to the contrary in Section 13.6(a);, if the original Borrower retains any assets or property other than immaterial assets or property after such Disposition, such original Borrower shall remain obligated as a co-Borrower along with the Successor Borrower hereunder); (b) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets and other properties; provided that, (i) in the case of any merger, amalgamation, consolidation or Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or the transferee of such assets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation, consolidation or the transferee of such -196- #96562806v11
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, consummate enter into 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 Dispose of, all or substantially all its business units, assets or other properties, except that: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, (a) any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (Ai) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or (B) if consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such if other Person, than the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated organized or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable territory thereof (the Borrower or such Person, as the case may be, being herein referred to as the Administrative Agent“Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in Pro Forma Compliance after giving effect to such merger, amalgamation or consolidation, (B) each Guarantor, unless it is the other party to such merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4C) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to any applicable Security Document affirmed the Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)the Successor Borrower’s obligations under this Agreement, (5D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation merger or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its Guarantee as reaffirmed pursuant to clause the Successor Borrower’s obligations under this Agreement, (3), and (6E) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, amalgamation or consolidation and such any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents Documents, (it being understood F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the applicable Borrower under this Agreement);Agreement and (G) such merger, amalgamation or consolidation shall comply with all the conditions set -144- 727670773 12335469 forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (b) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee, each applicable Security Agreement and any applicable Mortgage, and a joinder to the Intercompany Note, each in form and substance reasonably satisfactory to the Collateral Agent in order for the surviving Person to become a Guarantor, and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in Pro Forma Compliance after giving effect to such merger, amalgamation or consolidation, (B) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and such supplements to any Credit Document preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Agreements and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (c) any Restricted Subsidiary that is not a Guarantor may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Restricted Subsidiary of the Borrower; (d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Guarantor; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be, and any such Disposition shall be, (A) an “Investment” and subject to the limitations set forth in Section 10.5 and (B) a “Disposition” and subject to the limitations set forth in Section 10.4; and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor; -145- 727670773 12335469
Appears in 1 contract
Samples: Credit Agreement (EP Energy Corp)
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, consummate any merger, consolidation consolidate with or amalgamation, merge with or divide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer lease or otherwise dispose of, transfer all or substantially all its business units, assets or other properties, except that: Section 450. so long as no Event of Default has occurred and is continuing or would result therefromto, any Subsidiary of the Parent Borrower or any other Person may be mergedPerson, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that unless: (Ai) the Parent Borrower resulting, surviving or such other Borrower shall be the continuing or surviving transferee Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall will be an entity organized, incorporated or a Person organized and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) and the Successor Borrower shall (if not the Borrower) will expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other Credit Documents documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplement hereto joinder or thereto other document or instrument in a form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (3) each Guarantor, unless it is the other party to than any Subsidiary Guaranty that will be discharged or terminated in connection with such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3transaction), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);; and
Appears in 1 contract
Samples: Credit Agreement (Cornerstone Building Brands, Inc.)
Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the its Restricted Subsidiaries to, consummate enter into 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: Section 450. (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a the Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated organized or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agentterritory thereof, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto or in a form otherwise reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have have, by a supplement to the Guarantee Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have have, by a supplement to any applicable Security Document Document, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Subsidiary Guarantor, such Person shall execute a supplement to the Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any such supplements to any Security Document -131- US-DOCS\118329784.0000000000.6
Appears in 1 contract
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of any Loan Party, liquidate or other propertiesdissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition and involving the Parent sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Person may be mergedto another Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may sell, transfer, lease or such other Borrower shall be the continuing or surviving Person or otherwise dispose of its assets to a Non-Guarantor, and (B) after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (v) any Subsidiary may liquidate or dissolve if the Person formed by Borrower determines in good faith that such liquidation or surviving dissolution is in the interest of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation or consolidation merger involving a Person that is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party wholly owned Subsidiary immediately prior to such merger, amalgamation or consolidation, merger shall have not be permitted unless also permitted by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3)Section 6.06 regarding Restrictions on Investments, and (6vi) the Successor Borrower shall have delivered may consummate the Xxxxxxx Acquisition in accordance with the Xxxxxxx Acquisition Agreement (without giving effect to any amendments to, waivers of or consents relating to the Administrative Agent an officer’s certificate stating Xxxxxxx Acquisition Agreement that such mergerare materially adverse to the Lenders and not approved by the Lenders, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed any amendment to, and waiver of or consent relating to the definition of “Material Adverse Effect” set forth in the Xxxxxxx Acquisition Agreement shall be substituted for, deemed to be materially adverse to the applicable Borrower under this AgreementLenders);.
Appears in 1 contract
Samples: Credit Agreement (Service Corporation International)
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of the Borrower or other propertiesany Guarantor, liquidate or dissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary of may merge into the Parent Borrower or in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Person may be mergedSubsidiary in a transaction in which the surviving entity is a Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may merge into a Foreign Subsidiary or such other Borrower shall be the continuing or surviving Person or an Excluded Subsidiary (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party prior to such merger, amalgamation such Foreign Subsidiary or consolidation, shall have by Excluded Subsidiary was also a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3Guarantor), and (6B) after giving effect to such transaction, the Successor Borrower shall have delivered surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition and involving the sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Administrative Agent an officer’s certificate stating Borrower or to another Subsidiary; provided, however, that (A) no Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary or Excluded Subsidiary (unless prior to such sale, transfer, lease or disposition such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving effect to such transaction, the surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such merger, amalgamation, liquidation or consolidation and such supplements preserve dissolution is in the enforceability best interests of the Guarantee Borrower and is not materially disadvantageous to the perfection and priority of the Liens under the applicable Security Documents (it being understood Lenders; provided that if the foregoing are satisfied, the Successor Borrower will succeed to, and any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be substituted for, the applicable Borrower under this Agreement);permitted unless also permitted by Section 6.06 regarding
Appears in 1 contract
Samples: Revolving Credit Agreement (Service Corporation International)
Limitation on Fundamental Changes. The Parent Except as otherwise permitted under this Agreement, the Borrower will not, and will not permit any of the Restricted its Subsidiaries (other than Excluded Subsidiaries) to, consummate become a party to a merger, consolidation, partnership, joint venture, or other combination, or wind-up, dissolve or liquidate itself, or sell, lease or dispose of all or a substantial portion of its business or assets; provided, however, that any Wholly-Owned Subsidiary may merge into, consolidate with or transfer its business or assets to Borrower or any other Wholly-Owned Subsidiary if (a) in such a 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: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be Wholly-Owned Subsidiary (other than an Excluded Subsidiary) survives and in the case of such a Subsidiary, remains a Wholly-Owned Subsidiary of Borrower, and (b) no Default or Event of Default occurs and is continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party after giving effect to such merger, amalgamation consolidation or consolidationtransfer; provided, further, that Borrower and its Subsidiaries shall have be permitted to form partnerships and joint ventures which, after formation, are Subsidiaries and are otherwise permitted by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement. Borrower will not, (4) each nor will it permit any of its Subsidiaries to, form any Subsidiary grantor that would be a second-tier Subsidiary of Borrower that would not be an Excluded Subsidiary unless Borrower's Subsidiaries shall not be prohibited by the terms and each Subsidiary pledgorconditions of any contract or agreement to which Borrower or any of its Subsidiaries is a party, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability including without limitation either of the Guarantee and Indentures, to pledge the perfection and priority stock of such second-tier Subsidiary to Agent for the Liens under benefit of Banks in accordance with the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);provision of Section 5.3.
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, consummate enter into any merger, consolidation or amalgamation, or divide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or create or acquire any Subsidiary (unless the documents required by Section 5.11 are executed and delivered, and provided that any such acquisition shall be subject to Section 6.7), enter into any Program Services Agreement (except for those agreements set forth on Schedule 3.8) or convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of the property, business or assets of the Borrower and its business units, assets or other propertiesSubsidiaries on a consolidated basis, except that: , (i) the Borrower may consummate Acquisitions permitted by Section 450. 6.7, (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of may merge with the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; another Guarantor (provided that (Ax) if such merger is with the Parent Borrower or a Guarantor, the Borrower or such other Borrower shall be Guarantor is the continuing or surviving Person or survivor thereof and (By) if the Person formed by or surviving Agent receives at least twenty Business Days’ prior written notice of any such merger, amalgamation or consolidation is not a Borrower (such other Person, merger and the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement Subsidiaries execute and deliver to the Agent such documents as the Agent shall reasonably request in connection therewith) and (iii) so long as no Default has occurred and is continuing or would result therefrom and the other Credit Documents Borrower receives a Covenant Compliance Certificate to such effect prepared on a pro forma basis, the Borrower and its Subsidiaries may enter into Program Services Agreements (provided that (x) the Borrower complies with Section 5.18(d) with respect thereto and (y) any Acquisition contemplated in connection therewith would be permitted by Section 6.7(a)(i)). Notwithstanding the foregoing, the License Subsidiaries shall not merge, consolidate, amalgamate or liquidate, wind up or dissolve or convey, sell, lease, assign (except pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3Loan Documents), (5) each mortgagor transfer or otherwise dispose of, all or substantially all of a Mortgaged Property, unless it is the other party to such merger, amalgamation their respective property or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);assets.
Appears in 1 contract
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of any Loan Party, liquidate or other propertiesdissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition and involving the Parent sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Person may be mergedto another Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may sell, transfer, lease or such other Borrower shall be the continuing or surviving Person or otherwise dispose of its assets to a Non-Guarantor, and (B) if the Person formed by or surviving any after giving effect to such merger, amalgamation or consolidation is not a Borrower (such other Persontransaction, the “Successor Borrower”), (1) the Successor Borrower shall surviving Subsidiary must be an entity organized, incorporated or existing under the laws a Guarantor if either of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to Subsidiaries was previously a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreementv);
Appears in 1 contract
Samples: Revolving Credit Agreement (Service Corporation International)
Limitation on Fundamental Changes. The Parent Except as otherwise permitted under SECTION 9.11 or SECTION 9.12, the Borrower will not, and will not permit any of the Restricted its Subsidiaries (other than Excluded Subsidiaries, excluding DHHS) to, consummate become a party to a merger, consolidation, partnership, joint venture, or other combination, or wind-up, dissolve or liquidate itself, or sell, lease or dispose of all or a substantial portion of its business or assets; PROVIDED, HOWEVER, that any Wholly-Owned Subsidiary may merge into, consolidate with or transfer its business or assets to Borrower or any other Wholly-Owned Subsidiary if (a) in such a merger, consolidation or amalgamationtransfer, 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: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be Wholly-Owned Subsidiary (other than an Excluded Subsidiary) survives and in the case of such a Subsidiary, remains a Wholly- Owned Subsidiary of Borrower, and (b) no Default or Event of Default occurs and is continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party after giving effect to such merger, amalgamation consolidation or consolidationtransfer; PROVIDED, FURTHER, that the Borrower and its Subsidiaries shall have be permitted to form partnerships and joint ventures which, after formation, are Subsidiaries and are otherwise permitted by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4and the requirements of SECTION 9.9(D) each are satisfied with regard thereto; and PROVIDED, FURTHER, HOWEVER, that Subsidiaries substantially all of the assets of which have been disposed of in accordance with this Agreement may wind up, dissolve and liquidate. The Borrower will not, nor will it permit any of its Subsidiaries to, form any Subsidiary grantor that would be a second-tier Subsidiary of the Borrower that would not be an Excluded Subsidiary unless the Borrower's Subsidiaries shall not be prohibited by the terms and each conditions of any contract or agreement to which the Borrower or any of its Subsidiaries is a party, including without limitation the Indenture, to pledge the Capital Stock of such second-tier Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve for the enforceability benefit of the Guarantee and Lenders in accordance with the perfection and priority provision of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);SECTION 5.3.
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Except as expressly permitted by Section 10.4 (other than Section 10.4(f) and other than in the case of a sale of all or substantially all of the business units, assets or other properties of the Borrower and the Restricted Subsidiaries, taken as a whole), or Section 10.5 (other than Sections 10.5(i) and (u)), the Borrower will not, not and will not permit any of the Restricted Subsidiaries to, 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, Dispose of all or substantially all its business units, assets or other properties, except that: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, (a) any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (Ai) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or (B) if consolidation where the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such if other Person, than the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated organized or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable territory thereof (the Borrower or such 158 Person, as the case may be, being herein referred to as the Administrative Agent“Successor Borrower”), (2ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3iii) no Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower (A) each Guarantor, unless it is the other party to such merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement to the Guarantee confirmed that its guarantee thereunder Guarantee shall apply to any the Successor Borrower’s obligations under this Agreement, (4B) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to any applicable Security Document affirmed the Credit Documents confirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant the Successor Borrower’s obligations under this Agreement and shall have executed a joinder to clause (3)the Intercompany Note, (5C) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidationconsolidation or unless the Successor Borrower is the Borrower, shall have affirmed by an amendment to or restatement of the applicable Mortgage confirmed that its obligations under the applicable Mortgage thereunder shall apply to its the Successor Borrower’s obligations under this Agreement, (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Credit Documents preserve the enforceability of the Guarantee as reaffirmed pursuant and the perfection and priority of the Liens under the Security Documents, (E) if reasonably requested by the Administrative Agent, the Borrower shall be required to clause deliver to the Administrative Agent an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and (3)F) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; provided further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement; (6b) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets or properties; provided that (i) in the case of any merger, amalgamation, consolidation or Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving corporation or the transferee of such assets or (B) the Successor Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation, consolidation or Disposition (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation, consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation, consolidation or Disposition (if other than a Guarantor) shall execute a supplement to the Guarantee, the Security Agreement, the Pledge Agreement and any applicable Mortgage, and a joinder to the Intercompany Note, each in form and substance reasonably satisfactory to the Collateral Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation, consolidation or Disposition and (iv) if such merger, amalgamation, consolidation or Disposition involves a Restricted Subsidiary and a Person that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, consolidation or consolidation Disposition and such supplements to any Credit Document preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the its Restricted Subsidiaries to, consummate enter into 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: Section 450. (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower; continuing or surviving corporation; provided that the Borrower shall be the (b) so long as no Event of Default has occurred and is continuing or would result any other Person (in each case, other than therefrom, any Subsidiary of the Borrower or the Borrower) may be merged, amalgamated or consolidated with or into any other one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) the Parent Borrower or such other Borrower a Restricted Subsidiary shall be the continuing or surviving Person or (B) if the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Borrower (Guarantor, such other Person, the “Successor Borrower”), (1) the Successor Borrower Person shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable execute a supplement to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement Guarantee and the other Credit relevant Security Documents pursuant to a supplement hereto or thereto in a form and substance reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party Agent in order to such merger, amalgamation or consolidation, shall have by become a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor Guarantor and each Subsidiary pledgor, unless it is mortgagor and grantor, as applicable, thereunder for the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor benefit of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3)Secured Parties, and (6iii) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantee Guarantees and the perfection and priority of the Liens under the applicable Security Documents Documents; (it being understood that if c) the foregoing are satisfied, the Successor Borrower will succeed to, and Transactions may be substituted for, the applicable Borrower under this Agreement);consummated; -132-#8983238089847286v115
Appears in 1 contract
Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, 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: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement); so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person (in each case, other than any Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Parent Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Parent Borrower, as applicable, shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary and (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, either (A) a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation shall execute a supplement to the Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties or (B) such transaction shall be treated as resulting in an Investment in an amount equal to the Fair Market Value of the net assets ceasing to be owned by a Guarantor as a result thereof; the Transactions may be consummated;
Appears in 1 contract
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of the Borrower or other propertiesany Guarantor, liquidate or dissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary of may merge into the Parent Borrower or in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Person may be mergedSubsidiary in a transaction in which the surviving entity is a Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may merge into a Foreign Subsidiary or such other Borrower shall be the continuing or surviving Person or an Excluded Subsidiary (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party prior to such merger, amalgamation such Foreign Subsidiary or consolidation, shall have by Excluded Subsidiary was also a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3Guarantor), and (6B) after giving effect to such transaction, the Successor Borrower shall have delivered surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition and involving the sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Administrative Agent an officer’s certificate stating Borrower or to another Subsidiary; provided, however, that (A) no Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary or Excluded Subsidiary (unless prior to such sale, transfer, lease or disposition such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving effect to such transaction, the surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such merger, amalgamation, liquidation or consolidation and such supplements preserve dissolution is in the enforceability best interests of the Guarantee Borrower and is not materially disadvantageous to the perfection and priority of the Liens under the applicable Security Documents (it being understood Lenders; provided that if the foregoing are satisfied, the Successor Borrower will succeed to, and any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be substituted for, the applicable Borrower under this Agreement);permitted unless also permitted by Section 6.06
Appears in 1 contract
Samples: Revolving Credit Agreement
Limitation on Fundamental Changes. The Parent Borrower will shall not, and will shall --------------------------------- not permit any of the Restricted its Subsidiaries to, consummate enter into any merger, consolidation or amalgamation, or divide, 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, and provided that any such acquisition shall be subject to Section 6.7), make any Station subject to any local marketing or similar agreement (except for those agreements set forth on Schedule 6.4) 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: Section 450. , so long as no Event of Default has occurred and is continuing or would result therefrom, (i) the Borrower may consummate the Acquisitions permitted by Section 6.7, (ii) any Subsidiary may merge with the Borrower or another wholly-owned Subsidiary (provided that (x) if such merger is with the -------- ---- Borrower, the Borrower is the survivor thereof and (y) the Agent receives at least twenty Business Days' prior written notice of any such merger and the Borrower or such Subsidiaries execute and deliver to the Agent such documents as the Agent shall reasonably request in connection therewith, including but not limited to UCC-1 Financing Statements) and (iii) any Sunset Subsidiary may dissolve (provided that, (A) prior to such dissolution, the Agent receives (i) -------- ---- if such Subsidiary owns any assets, appropriate assignment documents indicating that all such assets and obligations (including such Subsidiary's obligations under the Loan Documents to which it is a party) have been transferred to the Borrower or another Subsidiary and (ii) a certificate from a Responsible Officer of the Parent Borrower to the effect that such Sunset Subsidiary has no (or, upon execution of such assignment documents, will have no) assets and (B) within 60 days after such dissolution, copies of appropriate documents dissolving such Sunset Subsidiary, along with evidence of the filing thereof with the relevant Governmental Authority). Notwithstanding the foregoing, the License Subsidiaries shall not merge, consolidate, amalgamate or any other Person may be mergedliquidate, amalgamated wind up or consolidated with dissolve or into convey, sell, lease, assign (except pursuant to the Parent Borrower Loan Documents), transfer or any other Borrowerotherwise dispose of, all or substantially all of their respective property or assets; provided that (A) the Parent Borrower or such other Borrower nothing herein shall be deemed to restrict the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws transfer of the United States-------- ---- KLNZ License Subsidiary, or the Media Licenses and other assets it holds relating to KLNZ, in connection with any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations resolution of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);HBS Dispute.
Appears in 1 contract
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of any Loan Party, liquidate or other propertiesdissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition involving the Parent sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Person may be mergedto another Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may sell, transfer, lease or such other Borrower shall be the continuing or surviving Person or otherwise dispose of its assets to a Non-Guarantor except as permitted pursuant to Section 6.07, and (B) after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (v) any Subsidiary may liquidate or dissolve if the Person formed by Borrower determines in good faith that such liquidation or surviving dissolution is in the interest of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation or consolidation merger involving a Person that is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party wholly owned Subsidiary immediately prior to such merger, amalgamation or consolidation, merger shall have not be permitted unless also permitted by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);Section 6.06 regarding Restrictions on Investments.
Appears in 1 contract
Samples: Credit Agreement (Service Corporation International)
Limitation on Fundamental Changes. The Parent Borrower will notMerge or consolidate with any --------------------------------- other Person (except as expressly permitted by Section 4(e) hereof) unless New Hillhaven is the surviving corporation and, after giving effect to such merger or consolidation, no Default or Event of Default has occurred and will not is continuing, or permit any Subsidiary to merge or consolidate with any other Person (except as expressly permitted by Section 4(e) hereof) unless (i) such Subsidiary is the surviving corporation or the consideration received by New Hillhaven in connection therewith is at least equal to the fair market value of such Subsidiary (as determined by the Restricted Subsidiaries toBoard of Directors of New Hillhaven in good faith) and (ii) after giving effect to such merger or consolidation, consummate any merger, consolidation no Default or amalgamationEvent of Default has occurred and is continuing, or divide, liquidate, wind up liquidate or dissolve itself (or suffer any liquidation or dissolution), or convey, dispose of or lease or sell, or permit any Subsidiary to dispose of or lease or sell, all or any substantial portion of its properties, assets and business to any other Person, except that New Hillhaven or any Subsidiary may lease, assign, transfer sell or otherwise dispose of, of all or substantially all any part of its business unitsproperty, assets or other business (including, without limitation, Stock) to any Person, including, without limitation, New Hillhaven or a Consolidated Subsidiary for consideration at least equal to the fair market value of such properties, except that: Section 450. so long assets or business (as determined by the Board of Directors of New Hillhaven in good faith), provided -------- that notwithstanding any of the foregoing to the contrary, in no Event event may New Hillhaven lease, sell or otherwise dispose of Default has occurred and is continuing or would result therefrom, permit any Subsidiary to lease, sell or otherwise dispose of all or any part of its property, assets or business (including, without limitation, Stock) encumbered by a Lien in favor of NME or an Affiliate of NME, or by a Lien securing Indebtedness guaranteed or in effect guaranteed by NME or an Affiliate of NME, to any Person, including, without limitation, New Hillhaven or a Consolidated Subsidiary, unless the cash portion of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or proceeds from such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3)sale are sufficient, and (6) the Successor Borrower shall have delivered are applied directly, to the Administrative Agent an officer’s certificate stating that repay such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);Indebtedness.
Appears in 1 contract
Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, consummate merge into or consolidate with any merger, consolidation or amalgamationother Person, or divide, liquidate, wind up permit any other Person to merge into or dissolve itself (or suffer any liquidation or dissolution)consolidate with it, or convey, sell, leasetransfer, assign, transfer lease or otherwise dispose of, of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its business unitsthe assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), assets or, in the case of any Loan Party, liquidate or other propertiesdissolve, except that: Section 450. so long as , if at the time thereof and immediately after giving effect thereto no Event of Default has shall have occurred and is be continuing or would result therefrom, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition involving the Parent sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Person may be mergedto another Subsidiary; provided, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided however, that (A) the Parent Borrower no Guarantor may sell, transfer, lease or such other Borrower shall be the continuing or surviving Person or otherwise dispose of its assets to a Non-Guarantor except as permitted pursuant to Section 6.07, and (B) after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (v) any Subsidiary may liquidate or dissolve if the Person formed by Borrower determines in good faith that such liquidation or surviving dissolution is in the interest of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation or consolidation merger involving a Person that is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party wholly owned Subsidiary immediately prior to such merger, amalgamation or consolidation, merger shall have not be permitted unless also permitted by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement);Section 6.06 regarding
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Limitation on Fundamental Changes. The Parent Borrower will not, and will not permit any of the Restricted its Subsidiaries toto (i) merge, consummate amalgamate or consolidate into any mergerother Person, consolidation or amalgamation, or (ii) divide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, iii) sell, lease, assign, transfer or otherwise dispose of, of (in a single transaction or a series of transactions) all or substantially all of its business units, assets or the Capital Stock of any of its Subsidiaries, or (iv) liquidate, wind-up, dissolve or take such other propertiessimilar action; provided that if, except that: Section 450. so long as at the time thereof and immediately after giving effect thereto, no Event of Default has shall have occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”)continuing, (1) the Successor Borrower shall be an entity organizedmay merge, incorporated amalgamate or existing under consolidate with any Person if the laws of Borrower is the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agentsurviving Person, (2) any Subsidiary Guarantor may merge, amalgamate or consolidate with any Person if such Subsidiary Guarantor is the Successor surviving Person (any mergers, amalgamations or consolidations with the Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory are subject to the Administrative Agentforegoing clause (1) and any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor may merge, amalgamate or consolidate into another Subsidiary Guarantor), (3) each Guarantorany Non-Loan Party may merge, unless it is the other party to such merger, amalgamation amalgamate or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreementconsolidate into another Non-Loan Party, (4) each any Subsidiary grantor and each Subsidiary pledgormay divide, unless it is the other party sell, transfer, lease or otherwise dispose of all or substantially all of its assets to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3)Loan Party, (5) each mortgagor any Non-Loan Party may divide, sell, transfer, lease or otherwise dispose of a Mortgaged Propertyall or substantially all of its assets to another Non-Loan Party, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) any Subsidiary may liquidate, wind up, dissolve or take such other similar action if the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating determines in good faith that such merger, amalgamation, or consolidation and such supplements preserve action is in the enforceability best interests of the Guarantee Borrower and (7) the perfection Borrower and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, any Subsidiary may consummate a Permitted Acquisition. Limitation on Asset Dispositions; Proceeds from Asset Dispositions and be substituted for, the applicable Borrower under this Agreement);Recovery Events .
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Limitation on Fundamental Changes. The Parent Borrower (a) No Loan Party will not, and will not permit any of the Restricted Subsidiaries to, consummate any merger, consolidation consolidate with or amalgamation, merge with or divide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)into, or convey, sell, lease, assign, transfer or otherwise dispose of, lease all or substantially all its business unitsassets to, any Person, except (v) in connection with a sale of assets or other propertiesequity pursuant to Section 363 of the Bankruptcy Code, except that: or in connection with a Chapter 11 Plan approved by the Bankruptcy Court, (w) in connection with Investments permitted under Section 450. 8.5, (x) a Loan Party may merge or consolidate into another Loan Party; provided that if the Borrower is party to such merger or consolidation, the Borrower will be the surviving entity, (y) a Subsidiary that is not a Loan Party may merge or consolidate into a Loan Party, so long as a Loan Party will be the surviving entity and (z) a Loan Party (other than the Borrower) may merge or consolidate into a Subsidiary in connection with an Investment permitted under clause (ii) of the definition of Permitted Investments. For the avoidance of doubt, the Borrower may, directly or indirectly, create a newly formed Subsidiary for bona fide tax (or similar) planning activities and may merge or consolidate any such Subsidiary into the Borrower (so long as the Borrower is the surviving entity) or into another Loan Party, so long as a Loan Party will be the surviving entity. Section 8.3(a) will not apply to any transaction in which a Loan Party consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing such Loan Party in another jurisdiction or changing its legal structure to a corporation or other entity; provided, that no Event such reincorporation or reorganization shall adversely impact the Lenders or (y) a Loan Party so long as all assets of Default has occurred and is continuing the Loan Party immediately prior to such transaction (other than Capital Stock) are owned by a Loan Party immediately after the consummation thereof. Limitation on Sale of Assets. (a) Subject to the provisions of Section 7.8, the Loan Parties will not make any Asset Disposition outside the ordinary course of business unless: (a) (i) the Borrower or would result therefromother applicable Loan Party receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any Subsidiary liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the Parent Borrower DIP Collateral subject to such Asset Disposition, and (ii) [reserved], and (iii) the Bankruptcy Court has approved such Asset Disposition. For the avoidance of doubt, subject to Bankruptcy Court approval, nothing herein shall restrict the Loan Parties from rejecting (i) operating, tax or finance leases, (ii) maintenance or services agreements or purchase arrangements, or (iii) leases of real property or any other Person may be mergedexecutory contracts. Upon any sale or other disposition of the DIP Collateral permitted by this Agreement (other than any sale or other disposition to another Loan Party), amalgamated or consolidated with or into the Parent Borrower or Lien pursuant to this Agreement (and any other Borrowerapplicable Loan Document) and the DIP Order on such DIP Collateral shall be automatically released; provided that (A) the Parent Borrower DIP Obligations shall continue to be secured by the proceeds of such sold or disposed DIP Collateral with the same priority provided hereunder on such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized, incorporated or existing under the laws of the United States, any state thereof, the District of Columbia or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in a form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party DIP Collateral immediately prior to such merger, amalgamation sale or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed disposition. Subject to, and be substituted for, the applicable Borrower under this Agreement);
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Samples: Agreement (Hertz Corp)
