Merger Consolidation and Disposition of Assets. None of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will: (a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto; (b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Mack Cali Realty L P), Term Loan Agreement (Mack Cali Realty L P), Revolving Credit Agreement (Mack Cali Realty L P)
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx gxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:
Appears in 2 contracts
Samples: Term Loan Agreement (Mack Cali Realty Corp), Term Loan Agreement (Mack Cali Realty L P)
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that Guarantors or the Borrower has elected to treat as an Unencumbered Property will at any time, and the Borrower will not cause or permit any wholly-owned Subsidiary willof its Subsidiaries at any time to:
(a) Become become a party to any mergermerger or consolidation except, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default shall exist or shall occur immediately after such merger or consolidation and after giving effect thereto, (i) the merger or consolidation of a Subsidiary of the Borrower with and into the Borrower or a Subsidiary of the Borrower which is a Guarantor, with the Borrower or such Guarantor to be the survivor of such merger or consolidation, (ii) the merger or consolidation of a non-Guarantor Subsidiary with and into another non-Guarantor Subsidiary, (iii) the merger or consolidation of TRC, PRI or PMC with and into each other, (iv) the merger or consolidation of TRC, PRI, PMC with and into the Borrower, with the Borrower to be the survivor of such merger or consolidation; PROVIDED THAT prior to such merger or consolidation, the Borrower has delivered to the Agent Compliance Certificates (such Compliance Certificates to be promptly distributed to the Banks by the Agent) demonstrating, both immediately prior to and immediately after such merger or consolidation, compliance on a PRO FORMA Basis with the covenants set forth in Section 11 of this Credit Agreement on a Pro Forma Basis (treating such merger or consolidation as a "Permitted Acquisition" for purposes of the definition of Pro Forma Basis), or (v) the merger of the Borrower with and into TRC, PRI or PMC, with TRC, PRI or PMC to be the survivor of such merger or consolidation; PROVIDED that (A) the survivor is a corporation duly organized and validly existing under the laws of a state of the United States of America with full corporate power to perform and observe the obligations of the Borrower under the Loan Documents; (B) the charter documents and capital structure of the survivor, and all documentation relating to such merger or consolidation, are provided to the Banks and the Agent not less than thirty (30) days prior to the effective date of such merger or consolidation and are reasonably satisfactory to the Banks and the Agent; (C) such survivor shall enter into such documents and shall deliver such instruments, reasonably satisfactory in form and substance to the Banks and the Agent, expressly assuming the obligations of the Borrower under the Loan Documents, including, without limitation, such documents and instruments as may be requested by the Agent in order to grant to the Agent, for the benefit of the Banks and the Agent, a first priority perfected security interest in all of such survivor's assets; (D) such survivor shall deliver to the Banks and the Agent legal opinions, from counsel reasonably satisfactory to the Banks and the Agent and in form and substance reasonably satisfactory to the Banks and the Agent, as to the assumption of the obligations of the Borrower under the Loan Documents after such merger or consolidation and the grant of such security interests; and (E) prior to such merger or consolidation, the Borrower has delivered to the Agent Compliance Certificates (such Compliance Certificates to be promptly distributed to the Banks by the Agent) demonstrating, both immediately prior to and immediately after such merger or consolidation, compliance on a PRO FORMA Basis with the covenants set forth in Section 11 of this Credit Agreement on a Pro Forma Basis (treating such merger or consolidation as a "Permitted Acquisition" for purposes of the definition of Pro Forma Basis);
(b) become a party to or agree to or effect the disposition of any substantial assets, other than sales of inventory in the ordinary course of business, consistent with past practices; PROVIDED, HOWEVER, that if there is no Default or Event of Default in existence at the time and none would be created as a result of such action, such Persons may dispose of additional assets in the ordinary course of business with an aggregate book value not to exceed, on a cumulative basis from the Closing Date, the greater of (i) ten percent (10%) of the sum of (A) net book value of the Borrower's assets as of December 31, 1997 PLUS (B) the cost of all assets acquired by the Borrower and its Subsidiaries after the Closing Date or (ii) $20,000,000; or
(c) become a party to any acquisition other than the Repurchase and the acquisition by the Borrower or a Subsidiary of the Borrower which is a Guarantor (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any other Person (a "Permitted Acquisition") PROVIDED that (i) such other Person is a Xxxxxxx Group restaurant franchisee or operates a similar business to the Borrower, (ii) no Default or Event of Default has occurred and is continuing, continuing or would occur exist after giving effect thereto, (iii) if the mergerBorrower or the acquiring Subsidiary merges with such other Person, consolidation the Borrower or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity party, (iv) if such Person becomes a Subsidiary of the Borrower or such mergerany of its Subsidiaries, consolidation or reorganization involves only MCRC and its Affiliates and is done it shall deliver a guaranty as provided in connection with an MCRC Organizational Change otherwise permitted under this AgreementSection 29.9 hereof, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC)respect to acquisitions that exceed $5,000,000, the Borrower shall provide has delivered to the Administrative Agent a statement in Compliance Certificates (such Compliance Certificates to be promptly distributed to the form of Exhibit D hereto signed Banks by the chief financial officer or senior vice president Agent) demonstrating, both immediately prior to and immediately after such acquisition, compliance on a PRO FORMA Basis with the covenants set forth in Section 11 of finance or other thereon designated officer of this Credit Agreement and (vi) the aggregate amount expended by the Borrower and setting forth in reasonable detail computations evidencing compliance with its Subsidiaries for all Permitted Acquisitions during any fiscal year shall not exceed the sum of (A) the amount of New Site Capital Expenditures permitted to be made by the Borrower and its Subsidiaries during such fiscal year pursuant to Section 11.5 (which amount shall be considered New Site Capital Expenditures for purposes of the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
set forth herein) PLUS (bB) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:$10,000,000.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Restaurant Co), Revolving Credit Agreement (Perkins Finance Corp)
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly wholly-owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, Agreement and (iii) such merger, consolidation or reorganization does not cause a breach of Section 7.23 hereof or a Default or Event of Default under §Section 12.1(m) hereof; providedPROVIDED, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit EXHIBIT D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §Section 9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” "SELL" or a “Sale”"SALE") or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”"INDEBTEDNESS LIEN") on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except after written notice to the Administrative Agent for:
(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property or other Real Estate so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; PROVIDED, that prior to any Sale of any Unencumbered Property or other Real Estate or the granting of an Indebtedness Lien under this clause (i), the Borrower shall provide to the Administrative Agent a statement in the form of EXHIBIT D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and PROVIDED FURTHER, if such Sale involves a qualified, deferred exchange under Section 1031 of the Code, the Borrower shall also provide the statements and certifications described in the previous proviso on the date of any release from the escrow account of the proceeds of such qualified, deferred exchange under Section 1031 of the Code;
(ii) the Sale of or the granting of an Indebtedness Lien on any Unencumbered Property while a Default or Event of Default (other than a Default or an Event of Default under Section 12.1(a) (including, without limitation, any such failure to pay resulting from acceleration of the Loans), Section 12.1(b), Section 12.1(c) (resulting from a failure to comply with Section 7.7 (as to the legal existence and REIT status of MCRC) or Section 9), Section 12.1(g), Section 12.1(h), or Section 12.1(j)) has then occurred and is continuing or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; PROVIDED, that the Borrower shall (A) apply the net proceeds of each such permitted Sale or Indebtedness Lien to the repayment of the Loans or (B) segregate the net proceeds of such permitted Sale or Indebtedness Lien in an escrow account with the Administrative Agent or with a financial institution reasonably acceptable to the Administrative Agent and apply such net proceeds solely to a qualified, deferred exchange under Section 1031 of the Code or to another use with the prior written approval of the Required Lenders or (C) complete an exchange of such Unencumbered Property for other real property of equivalent value under Section 1031 of the Code so long as such other real property becomes an Unencumbered Property upon acquisition, and, in any event, on the date of such Sale or granting of an Indebtedness Lien and on the date of any release from the escrow account of the proceeds of the qualified, deferred exchange under Section 1031 of the Code, the Borrower shall provide to the Administrative Agent a statement in the form of EXHIBIT D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer and setting forth in reasonable detail computations evidencing compliance with the covenant in Section 9 hereof and certifying the use of the proceeds of such Sale or Indebtedness Lien and certifying that no Default or Event of Default above enumerated has occurred and is continuing or would occur and be continuing after giving effect to such Sale or Indebtedness Lien, and all liabilities fixed or contingent pursuant thereto or to such release of proceeds;
(iii) the Sale of or the granting of an Indebtedness Lien on any Real Estate (other than an Unencumbered Property) while a Default or Event of Default has then occurred and is continuing or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; PROVIDED, that the Borrower shall (A) apply the net proceeds of each such Sale or Indebtedness Lien to the repayment of the Loans or (B) segregate the net proceeds of such Sale or Indebtedness Lien in an escrow account with the Administrative Agent or with a financial institution reasonably acceptable to the Administrative Agent and apply such net proceeds solely to a qualified, deferred exchange under Section 1031 of the Code or to another use with the prior written approval of the Required Lenders or (C) complete an exchange of such Real Estate for other real property of equivalent value under Section 1031 of the Code;
(iv) the Sale or granting of an Indebtedness Lien on any Unencumbered Property while any Default or Event of Default has then occurred and is continuing PROVIDED (A) the Borrower shall provide to the Administrative Agent a statement in the form of EXHIBIT D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing the status of compliance with the covenants contained in Section 9 hereof and certifying that the continuing Default or Event of Default will be cured by such proposed Sale or Indebtedness Lien and no other Default or Event of Default would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities fixed or contingent, pursuant thereto and (B) the Sale or granting of an Indebtedness Lien pursuant to this Section 8.4(b) (iv) shall not (x) occur more than four times during the period that any Commitment is outstanding, (y) involve a Sale or Indebtedness Lien for greater than $200,000,000 in the aggregate in the combined four permitted occasions (which shall be the maximum member of permitted occasions) under (x), or (z) involve a Sale at less than fair market value or an Indebtedness Lien on terms more onerous or expensive than fair market terms from institutional lenders; and
(v) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than Real Estate) in one or more transactions.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mack Cali Realty L P), Revolving Credit Agreement (Mack Cali Realty Corp)
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Obligors will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Required Holders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, Obligor or any wholly-owned Subsidiary, Subsidiary shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, such Obligor or any wholly owned such Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m) hereofSection 9.6; provided, provided that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Obligors shall provide to the Administrative Agent holders of Notes a statement in the form of Exhibit D 10.4(a) hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 Section 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx x Xxxx to secure Indebtedness Debt (an “Indebtedness a "Debt Lien”") on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Holders except for:
(i) the Sale of or granting of a Debt Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Debt Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of a Debt Lien on any Unencumbered Property under this clause (i), the Obligors shall provide to the holders of Notes a statement in the form of Exhibit 10.4(b) hereto signed by the chief financial officer or treasurer of the Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Debt Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of a Debt Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Debt Lien and all other Sales (to be) made and Debt Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Debt Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Debt Lien (together with other Sales and Debt Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Debt Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Obligors shall apply the net proceeds of each such Sale or Debt Lien remaining after application to such cure to the repayment of the Notes in accordance with Section 8.2 hereof until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of a Debt Lien on any asset under this clause (ii), the Obligors shall provide to the holders of the Notes a statement in the form of Exhibit 10.4(b) hereto signed by the chief financial officer or treasurer of the Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Debt Liens and all liabilities, fixed or contingent, pursuant thereto.
Appears in 2 contracts
Samples: Note Purchase Agreement (Sovran Acquisition LTD Partnership), Note Purchase Agreement (Sovran Self Storage Inc)
Merger Consolidation and Disposition of Assets. None of the any Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Lenders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the such Borrower, MCRC, any Property Owning Subsidiarysuch Guarantor, or any such wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly wholly-owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m) hereof8.14; provided, provided that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D D-5 hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx gxxxx x Xxxx to secure Indebtedness (an “"Indebtedness Lien”") on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Lenders except for:
(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of an Indebtedness Lien on any Unencumbered Property under this clause (i), the Borrowers shall provide to the Administrative Agent a certificate in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and all other Sales (to be) made and Indebtedness Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Indebtedness Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Indebtedness Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Borrowers shall apply the net proceeds of each such Sale or Indebtedness Lien remaining after application to such cure to the repayment of the Loans until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of an Indebtedness Lien on any asset under this clause (ii), the Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Indebtedness Liens and all liabilities, fixed or contingent, pursuant thereto.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Sovran Acquisition LTD Partnership), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx gxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation merger or reorganization without the prior Unanimous Lender Approvalconsolidation, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, merger or consolidation or reorganization of one or more Persons with and into the Borrower, MCRCany Guarantor, any Property Owning Subsidiary, Operating Subsidiary or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRCany Guarantor, any Property Owning Subsidiary, Operating Subsidiary or any wholly wholly-owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereofentity; provided, provided that for prior to any such merger, merger or consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Operating Subsidiaries of MCRLP with and into MCRLPthe Borrower, (x) the merger or consolidation of two or more Subsidiaries of MCRLPthe Borrower, (y) the merger or consolidation of one or more Subsidiaries of MCRC BPC with and into MCRCBPC, or (z) the merger or consolidation of two or more Subsidiaries of MCRCBPC), the Borrower shall provide to the Administrative Agent (with copies for each Bank) a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 ss.ss.
9.1 through 9.7 hereof and certifying certifying, to the best knowledge of the signatory, that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, merger or consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx x Xxxx to secure Indebtedness (an “"Indebtedness Lien”") on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Majority Banks except for:
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly wholly-owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a breach of Section 7.23 hereof or a Default or Event of Default under §Section 12.1(m) hereof; providedPROVIDED, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit EXHIBIT D hereto signed by the chief financial officer or senior treasurer or vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §Section 9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” "SELL" or a “Sale”"SALE") or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”"INDEBTEDNESS LIEN") on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except after written notice to the Administrative Agent for:
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None PFR will not at any time, and will not cause or permit any of the Borrower, MCRC, its Subsidiaries at any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willtime to:
(a) Become become a party to any mergermerger or consolidation except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower or the merger or consolidation of two or more Subsidiaries of the Borrower, other than a merger or consolidation for the sole purpose of effecting a conversion of PFR or reorganization without the prior Unanimous Lender ApprovalBorrower into a corporation and the merger of The Restaurant Company with and into PFR as permitted under ss.10.6.1;
(b) become a party to or agree to or effect the disposition of any substantial assets, except other than sales of inventory in the ordinary course of business, consistent with past practices; provided, however, that so long if there is no Default or Event of Default in existence at the time and none would be created as a result of such action, such Persons may dispose of additional assets in the ordinary course of business with an aggregate book value not to exceed the greater of (a) ten percent (10%) of the net book value of the Borrower's assets as of the end the most recently ended fiscal quarter of the Borrower or (b) $13,000,000 on a cumulative basis from the Closing Date; or
(c) become a party to any acquisition other than the acquisition (whether of stock or of substantially all of the assets of a business or business division as a going concern or by means of a merger or consolidation) of a 100% interest in any other Person (a "Permitted Acquisition") provided that (i) such other Person 59 -52-
is a Perkxxx xxxtaurant franchisee or operates a similar business to the Borrower, (ii) no Default or Event of Default has occurred and is continuing, continuing or would occur exist after giving effect thereto, (iii) if the mergerBorrower or the acquiring Subsidiary merges with such other Person, consolidation the Borrower or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity party, (iv) if such Person becomes a Subsidiary of the Borrower or such mergerany of its Subsidiaries, consolidation or reorganization involves only MCRC and its Affiliates and is done it shall deliver a guaranty as provided in connection with an MCRC Organizational Change otherwise permitted under this Agreementss.29.9 hereof, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC)respect to acquisitions that exceed $5,000,000, the Borrower shall provide has delivered to the Administrative Agent a statement in Compliance Certificates (such Compliance Certificates to be promptly distributed to the form of Exhibit D hereto signed Banks by the chief financial officer or senior vice president Agent) demonstrating, both immediately prior to and immediately after such acquisition, compliance on a Pro Forma Basis with the covenants set forth in ss.ss.11.11, 12.1, 12.2 and 12.3 of finance or other thereon designated officer of this Credit Agreement and (vi) the aggregate amount expended by the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on its Subsidiaries for any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:single Permitted Acquisition shall not exceed $15,000,000.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Perkins Family Restaurants Lp)
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Obligors will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Required Holders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, Obligor or any wholly-owned Subsidiary, Subsidiary shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, such Obligor or any wholly owned such Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m) hereofSection 9.6; provided, provided that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Obligors shall provide to the Administrative Agent holders of Notes a statement in the form of Exhibit D 10.4(a) hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 Section 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness Debt (an a “Indebtedness Debt Lien”) on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Holders except for:
(i) the Sale of or granting of a Debt Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Debt Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of a Debt Lien on any Unencumbered Property under this clause (i), the Obligors shall provide to the holders of Notes a statement in the form of Exhibit 10.4(b) hereto signed by the chief financial officer or treasurer of the Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Debt Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of a Debt Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Debt Lien and all other Sales (to be) made and Debt Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Debt Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Debt Lien (together with other Sales and Debt Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Debt Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Obligors shall apply the net proceeds of each such Sale or Debt Lien remaining after application to such cure to the repayment of the Notes in accordance with Section 8.2 hereof until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of a Debt Lien on any asset under this clause (ii), the Obligors shall provide to the holders of the Notes a statement in the form of Exhibit 10.4(b) hereto signed by the chief financial officer or treasurer of the Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Debt Liens and all liabilities, fixed or contingent, pursuant thereto.
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Obligors will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Required Holders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, Obligor or any wholly-owned Subsidiary, Subsidiary shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, such Obligor or any wholly owned such Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m) hereofSection 9.6; provided, provided that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Obligors shall provide to the Administrative Agent holders of Notes a statement in the form of Exhibit D 10.4(a) hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 Section 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” "sell" or a “Sale”"sale") or xxxxx gxxxx x Xxxx to secure Indebtedness Debt (an “Indebtedness a "Debt Lien”") on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Holders except for:
(i) the Sale of or granting of a Debt Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Debt Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of a Debt Lien on any Unencumbered Property under this clause (i), the Obligors shall provide to the holders of Notes a statement in the form of Exhibit 10.4(b) hereto signed by the chief financial officer or treasurer of the Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Debt Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of a Debt Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Debt Lien and all other Sales (to be) made and Debt Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Debt Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Debt Lien (together with other Sales and Debt Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Debt Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Obligors shall apply the net proceeds of each such Sale or Debt Lien remaining after application to such cure to the repayment of the Notes in accordance with Section 8.2 hereof until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of a Debt Lien on any asset under this clause (ii), the Obligors shall provide to the holders of the Notes a statement in the form of Exhibit 10.4(b) hereto signed by the chief financial officer or treasurer of the Obligors and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Debt Liens and all liabilities, fixed or contingent, pursuant thereto.
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Borrowers will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Guarantor or Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Lenders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the such Borrower, MCRC, any Property Owning Subsidiarysuch Guarantor, or any wholly-owned such Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m8.14; provided that (i) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D D-5 hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant theretothereto and (ii) for any such merger, consolidation or reorganization (x) involving a Borrower, a Borrower shall be the survivor and (y) involving a Guarantor, a Guarantor shall be the survivor;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx gxxxx x Xxxx to secure Indebtedness (an “"Indebtedness Lien”") on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Lenders except for:
(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of an Indebtedness Lien on any Unencumbered Property under this clause (i), the Borrowers shall provide to the Administrative Agent a certificate in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and all other Sales (to be) made and Indebtedness Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Indebtedness Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Indebtedness Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Borrowers shall apply the net proceeds of each such Sale or Indebtedness Lien remaining after application to such cure to the repayment of the Loans until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of an Indebtedness Lien on any asset under this clause (ii), the Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Indebtedness Liens and all liabilities, fixed or contingent, pursuant thereto. For the avoidance of doubt, (i) the terms and provisions of this §9.4 are in addition to, and not in limitation of, the covenants set forth in §9.2 of this Credit Agreement and (ii) no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.4 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Merger Consolidation and Disposition of Assets. None of the any Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Lenders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly wholly-owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m) hereof; provided, ss.7.23 hereof provided that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP CRLP with and into MCRLPCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC CRC with and into MCRCCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRCCRC), the Borrower Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance treasurer or other thereon designated officer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 ss.9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx x Xxxx grant a Lien to secure Indebtedness Indebxxxxxxx (an “xx "Indebtedness Lien”") on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except after written notice to the Agent for:
Appears in 1 contract
Samples: Revolving Credit Agreement (Cali Realty Corp /New/)
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property Guarantor or any wholly-owned Subsidiary of their respective Subsidiaries will:
(a) Become become a party to any merger, merger or consolidation or reorganization without prior written approval of the prior Unanimous Lender ApprovalMajority Banks, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, merger or consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, Borrower or any wholly-owned Subsidiary, the Guarantor shall be permitted in connection with the acquisition of Real Estate Assets if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, Borrower or any wholly owned Subsidiarythe Guarantor, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereofentity; provided, provided that for prior to any such merger, merger or -------- consolidation or reorganization (other than (vx) the merger or consolidation of one or more Affiliates of MCRC Wholly- owned Subsidiaries with and into MCRC, the Borrower or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (xy) the merger or consolidation of two or more Wholly owned Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC)Borrower, the Borrower shall provide to the Administrative Agent (with copies to the Agent for each Bank) a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president treasurer of finance or other thereon designated officer of --------- the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 (S)(S)10.1 through 10.7 hereof and certifying certifying, to the best knowledge of the signatory, that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, merger or consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sellwithout limitation of the other provisions of this Agreement, and in particular, subject to the provisions of (S)14 hereof relating to the removal of a Real Estate Asset from the Borrowing Base in connection with the curing of any Default, Event of Default or Non-Material Breach, sell, transfer or otherwise dispose of any Real Estate Assets in any single transaction having a sales price (net of any Indebtedness secured by a Lien on such Real Estate Assets, if any), in excess of $50,000,000 (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx x Xxxx to secure Indebtedness (an “"Indebtedness Lien”") on in any single transaction in an amount in excess of its now owned$50,000,000 unless, ground leased in each such event, the Borrower has provided to the Agent (with copies to the Agent for each Bank) a compliance certificate in the form of Exhibit C-4 or hereafter acquired assets without obtaining Exhibit C-6, as applicable, hereto signed by the prior written consent chief ----------- ----------- financial officer, treasurer or controller of the Required LendersBorrower, except for:setting forth in reasonable detail computations evidencing compliance with the covenants contained in (S)10 hereof and certifying that no Default or Event of Default would exist or occur and be continuing after giving effect to all such proposed Sales or Indebtedness Liens.
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Borrowers will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Guarantor or Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Lenders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the such Borrower, MCRC, any Property Owning Subsidiarysuch Guarantor, or any wholly-owned such Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m) hereof8.14; provided, provided that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D D-5 hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx gxxxx x Xxxx to secure Indebtedness (an “"Indebtedness Lien”") on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Lenders except for:
(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of an Indebtedness Lien on any Unencumbered Property under this clause (i), the Borrowers shall provide to the Administrative Agent a certificate in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and all other Sales (to be) made and Indebtedness Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Indebtedness Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Indebtedness Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Borrowers shall apply the net proceeds of each such Sale or Indebtedness Lien remaining after application to such cure to the repayment of the Loans until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of an Indebtedness Lien on any asset under this clause (ii), the Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Indebtedness Liens and all liabilities, fixed or contingent, pursuant thereto. For the avoidance of doubt, (i) the terms and provisions of this §9.4 are in addition to, and not in limitation of, the covenants set forth in §9.2 of this Credit Agreement and (ii) no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.4 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Borrowers will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Guarantor or Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Lenders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the such Borrower, MCRC, any Property Owning Subsidiarysuch Guarantor, or any wholly-owned such Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m8.14; provided that (i) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP LSLP with and into MCRLPLSLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPLSLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC LSI with and into MCRCLSI, or (z) the merger or consolidation of two or more Subsidiaries of MCRCLSI), the Borrower Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D D-5 hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant theretothereto and (ii) for any such merger, consolidation or reorganization (x) involving a Borrower, a Borrower shall be the survivor and (y) involving a Guarantor, a Guarantor shall be the survivor;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx gxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Lenders except for:
(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of an Indebtedness Lien on any Unencumbered Property under this clause (i), the Borrowers shall provide to the Administrative Agent a certificate in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and all other Sales (to be) made and Indebtedness Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Indebtedness Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Indebtedness Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Borrowers shall apply the net proceeds of each such Sale or Indebtedness Lien remaining after application to such cure to the repayment of the Loans until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of an Indebtedness Lien on any asset under this clause (ii), the Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Indebtedness Liens and all liabilities, fixed or contingent, pursuant thereto. For the avoidance of doubt, (i) the terms and provisions of this §9.4 are in addition to, and not in limitation of, the covenants set forth in §9.2 of this Credit Agreement and (ii) no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.4 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Life Storage Lp)
Merger Consolidation and Disposition of Assets. None of the BorrowerThe Borrowers will not, MCRC, and will not permit any Operating Subsidiary, any Property Owning Guarantor or Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary willto:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approvalwritten consent of the Lenders, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the such Borrower, MCRC, any Property Owning Subsidiarysuch Guarantor, or any wholly-owned such Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the any Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event breach of Default under §12.1(m8.14; provided that (i) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP SALP with and into MCRLPSALP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPSALP, (y) the merger or consolidation of one or more Subsidiaries of MCRC Sovran with and into MCRCSovran, or (z) the merger or consolidation of two or more Subsidiaries of MCRCSovran), the Borrower Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D D-5 hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant theretothereto and (ii) for any such merger, consolidation or reorganization (x) involving a Borrower, a Borrower shall be the survivor and (y) involving a Guarantor, a Guarantor shall be the survivor;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx gxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased owned or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, Lenders except for:
(i) the Sale of or granting of an Indebtedness Lien on any Unencumbered Property so long as no Default or Event of Default has then occurred and is continuing, or would occur and be continuing after giving effect to such Sale or Indebtedness Lien; provided, that prior to any Sale of any Unencumbered Property or the granting of an Indebtedness Lien on any Unencumbered Property under this clause (i), the Borrowers shall provide to the Administrative Agent a certificate in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such proposed Sale or Indebtedness Lien and all liabilities, fixed or contingent, pursuant thereto; and
(ii) the Sale of or the granting of an Indebtedness Lien on any of its now owned or hereafter acquired assets (other than any Unencumbered Property) so long as no Event of Default has then occurred and is continuing and no Default or Event of Default would occur and be continuing after giving effect to such Sale or Indebtedness Lien and all other Sales (to be) made and Indebtedness Liens (to be) granted under this clause (ii); provided, that (x) if such Sale or Indebtedness Lien is made or granted under this clause (ii) while a Default is continuing, such Sale or Indebtedness Lien (together with other Sales and Indebtedness Liens under this clause (ii)) cures (or would cure) such Default before it becomes an Event of Default, (y) if multiple Sales or grantings of Indebtedness Liens are undertaken pursuant to the foregoing subclause (x) to cure a Default, the Borrowers shall apply the net proceeds of each such Sale or Indebtedness Lien remaining after application to such cure to the repayment of the Loans until such Default has been fully cured, and (z) prior to the Sale of any asset or the granting of an Indebtedness Lien on any asset under this clause (ii), the Borrowers shall provide to the Administrative Agent a statement in the form of Exhibit D-6 hereto signed by the chief financial officer or treasurer of the Borrower Representative and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §10 hereof and certifying that no Default or Event of Default would occur and be continuing after giving effect to all such proposed Sales or Indebtedness Liens and all liabilities, fixed or contingent, pursuant thereto. For the avoidance of doubt, (i) the terms and provisions of this §9.4 are in addition to, and not in limitation of, the covenants set forth in §9.2 of this Credit Agreement and (ii) no Borrower, Guarantor or any Subsidiary shall in any event secure any Indebtedness outstanding under any Note Purchase Agreement within the provisions of this §9.4 unless concurrently therewith such Borrower, Guarantor or Subsidiary shall equally and ratably secure the Obligations upon terms and conditions reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Merger Consolidation and Disposition of Assets. None of the Borrower, MCRCany Guarantor, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:
(a) Become a party to any merger, consolidation or reorganization without the prior Unanimous Lender Approval, except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning SubsidiaryGuarantor, or any wholly wholly-owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a breach of ss.7.23 hereof or a Default or Event of Default under §12.1(mss.12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC with and into MCRC, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLP, (y) the merger or consolidation of one or more Subsidiaries of MCRC with and into MCRC, or (z) the merger or consolidation of two or more Subsidiaries of MCRC), the Borrower shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior treasurer or vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §9 ss.9 hereof and certifying that no Default or Event of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “"Sell” " or a “"Sale”") or xxxxx x Xxxx to secure Indebtedness (an “"Indebtedness Lien”") on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except after written notice to the Administrative Agent for:
Appears in 1 contract
Merger Consolidation and Disposition of Assets. None The Consignees will not and where applicable will not permit any of the Borrower, MCRC, any Operating Subsidiary, any Property Owning Subsidiary that owns any Real Estate that the Borrower has elected to treat as an Unencumbered Property or any wholly-owned Subsidiary will:their Subsidiaries to
(ai) Become become a party to any merger, transaction of merger or consolidation or reorganization without acquire all or a substantial portion of the prior Unanimous Lender Approval, assets of any Person except that so long as no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, the merger, consolidation or reorganization of one or more Persons with and into the Borrower, MCRC, any Property Owning Subsidiary, or any wholly-owned Subsidiary, shall be permitted if (i) such action is not hostile, (ii) the Borrower, MCRC, any Property Owning Subsidiary, or any wholly owned Subsidiary, as the case may be, is the surviving entity or such merger, consolidation or reorganization involves only MCRC and its Affiliates and is done in connection with an MCRC Organizational Change otherwise permitted under this Agreement, and (iii) such merger, consolidation or reorganization does not cause a Default or Event of Default under §12.1(m) hereof; provided, that for any such merger, consolidation or reorganization (other than (v) the merger or consolidation of one or more Affiliates of MCRC the Subsidiaries of a Consignee with and into MCRCsuch Consignee, or of MCRC into such Affiliate, in either case in connection with an MCRC Organizational Change otherwise permitted under this Agreement, (w) the merger or consolidation of one or more Subsidiaries of MCRLP with and into MCRLP, (x) the merger or consolidation of two or more Subsidiaries of MCRLPa Consignee;
(ii) except for Purchases and Consignments made pursuant to the terms hereof, sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that any Consignee or any Subsidiary of any Consignee intends to use for substantially the same purpose as the property being sold or transferred; provided, however, that notwithstanding the foregoing, Finlay may transfer, sell or assign its trade name "Finlay Fine Jewelry Corporation," as well as certain of its marketing operations, to Finlay Merchandising and such of its assets to Finlay Merchandising as are set forth on Schedule I to the Contribution Agreement, and may lease such trade name from Finlay Merchandising pursuant to the Finlay Merchandising License Agreement and may enter into the Services Agreement with Finlay Merchandising; or
(iii) become a party to or agree to or effect any other disposition of assets, other than (A) the disposition of Inventory of such Consignee or such Subsidiary in the ordinary course of business, consistent with past practices, (yB) the merger disposition of worn out or consolidation obsolete personal property of such Consignee or such Subsidiary (other than obsolete jewelry, watches or other Inventory which such Consignee believes cannot be advantageously sold in the ordinary course of business) having a book value, together with the book value of all other such property of the Consignees and their Subsidiaries so sold in the same fiscal year, of not greater than $300,000, plus sales of obsolete jewelry, watches or other Inventory (other than Specified Gold Jewelry) which such Consignee believes cannot be advantageously sold in the ordinary course of business, (C) sales or transfers in the ordinary course of business of assets and properties of such Consignee or such Subsidiary which are no longer necessary or useful for the proper conduct of its business, having a book value, together with the book value of all other such property of the Consignees and their Subsidiaries so sold in the same fiscal year, of not greater than $250,000, (D) the sale of Inventory, fixtures and equipment in connection with the termination of any lease or license agreement (or similar arrangement regarding the operation of Sonab) as to any one or more Subsidiaries locations, to the extent that such Inventory, equipment and fixtures were used or retained at such locations in the ordinary course of MCRC business, (E) the abandonment of any assets and properties of the such Consignee or such Subsidiary which are no longer used or useful in its business and cannot be sold, (F) sales or transfers of assets of any Consignee or any Subsidiary of a Consignee to any Consignee or Subsidiary of a Consignee, provided that such sale or transfer is on an arm's length basis for a purchase price not exceeding the fair market value of the assets being so transferred, (G) in connection with the transfer of Finlay's "buying and into MCRCmerchandising functions" to Finlay Merchandising pursuant to the Contribution Agreement, transfer from Finlay to Finlay Merchandising of the assets described on Schedule I to the Contribution Agreement, (H) the Sonab Transfer pursuant to the Sonab Transfer Agreement, (I) in connection with the transactions contemplated by the eFinlay Contribution Agreement and eFinlay's sale from time to time to 800-Xxxxxxx.xxx, Inc., a New York corporation, of inventory pursuant to the eFinlay Marketing Agreement, the transfer from Finlay to eFinlay of the assets described on Exhibit A to the Amendment No. 11 and Limited Consent dated as of September 29, 2000 to the Original Consignment Agreement and inventory pursuant to purchase orders issued from time to time by eFinlay to Finlay for the purchase of inventory for a purchase price at least equal to the cost thereof to Finlay, or (zJ) sales or other transfers of assets other than the merger foregoing, having a value, together with the value of all other such property of the Consignees and their Subsidiaries so sold since June 15, 1995, of not greater than $5,000,000; provided that in connection with all dispositions of Consigned Precious Metal entered into pursuant to this ss.8.2.5(iii) or consolidation of two or more Subsidiaries of MCRC)otherwise, the Borrower Consignees shall provide to the Administrative Agent a statement in the form of Exhibit D hereto signed by the chief financial officer or senior vice president of finance or other thereon designated officer of the Borrower and setting forth in reasonable detail computations evidencing compliance comply with the covenants contained in §9 hereof and certifying that no Default or Event provisions of Default has occurred and is continuing, or would occur and be continuing after giving effect to such merger, consolidation or reorganization and all liabilities, fixed or contingent, pursuant thereto;
(b) Sell, transfer or otherwise dispose of (collectively and individually, “Sell” or a “Sale”) or xxxxx x Xxxx to secure Indebtedness (an “Indebtedness Lien”) on any of its now owned, ground leased or hereafter acquired assets without obtaining the prior written consent of the Required Lenders, except for:ss.2.4(c).
Appears in 1 contract
Samples: Gold Consignment Agreement (Finlay Enterprises Inc /De)
