Common use of Merger, Consolidation and Certain Dispositions of Property Clause in Contracts

Merger, Consolidation and Certain Dispositions of Property. (a) Consolidate with, be acquired by, or merge into or with any Person, or sell, lease or otherwise dispose of all or substantially all of its Property (in one transaction or a series of transactions), or permit any Subsidiary Guarantor of the Borrower so to do, or liquidate or dissolve, except (i) the merger or consolidation of any Subsidiary Guarantor of the Borrower into or with the Borrower, (ii) the merger or consolidation of any two or more Subsidiary Guarantors, or (iii) the merger or consolidation of the Borrower or Subsidiary Guarantor with any other Person, provided that (A) the Borrower or such Subsidiary Guarantor is the surviving entity in such merger or consolidation, (B) the total book value of the assets of the entity which is merged into or consolidated with the Borrower or such Subsidiary Guarantor is less than 20% of the total book value of the assets of the Borrower immediately following such merger or consolidation, (C) immediately prior to such merger or consolidation the Borrower shall have provided to the Administrative Agent and each of the Lenders a Compliance Certificate prepared on a pro-forma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such merger or consolidation) demonstrating that after giving effect to such merger or consolidation, no Default shall exist with respect to any of the covenants set forth in Sections 8.12, 8.13, 8.14, 8.15, 8.16 and 8.17 and (D) after giving effect to such merger or consolidation, no Event of Default shall exist.

Merger, Consolidation and Certain Dispositions of Property. (a) Consolidate with, be acquired by, or merge into or with any Person, or sell, lease or otherwise dispose of all or substantially all of its Property (in one transaction or a series of transactions), or permit any Subsidiary Guarantor of the Borrower or Other Guarantor so to do, or liquidate or dissolve, except (i) the merger or consolidation of any Subsidiary Guarantor of the Borrower into or with the Borrower, (ii) the merger or consolidation of any two or more Subsidiary Guarantors, or (iii) the merger or consolidation of the Borrower or Subsidiary Guarantor with any other Person, provided that (A) the Borrower or such Subsidiary Guarantor is the surviving entity in such merger or consolidation, (B) the total book value of the assets of the entity which is merged into or consolidated with the Borrower or such Subsidiary Guarantor is less than 20% of the total book value of the assets of the Borrower immediately following such merger or consolidation, (C) immediately prior to such merger or consolidation the Borrower shall have provided to the Administrative Agent and each of the Lenders a Compliance Certificate prepared on a pro-forma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such merger or consolidation) demonstrating that after giving effect to such merger or consolidation, no Default shall exist with respect to any of the covenants set forth in Sections 8.12, 8.13, 8.14, 8.15, 8.16 and 8.17 and (D) after giving effect to such merger or consolidation, no Event of Default shall exist, or (iv) the merger or consolidation of an Other Guarantor with any other Person, provided that (A) the purpose of such merger or consolidation is to effectuate the disposition of the ownership interests of Borrower in such Other Guarantor to a third party, (B) the disposition of the ownership interests in such Other Guarantor is permitted under Section 8.2(b)(v), and (C) after giving effect to such merger or consolidation, no Event of Default shall exist.